Common use of Sales, Etc Clause in Contracts

Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except: (i) sales of Inventory in the ordinary course of its business and the granting of any option or other right to purchase, lease or otherwise acquire Inventory in the ordinary course of its business; (ii) in a transaction authorized by Section 5.02(d)(ii); (iii) sales, transfers or other dispositions of assets among the Borrower and Subsidiary Guarantors or among a Subsidiary Guarantor and other Subsidiary Guarantors; (iv) so long as no Default has occurred is continuing, the sale of the stock or assets of W.A. Whitney Co., W.A. Whitney Italia Co. or Excellon Automation Co. and their respective direct and indirect Subsidiaries for fair market value; (v) the sale of any assets by the Borrower or any Subsidiary (other than a bulk sale of Inventory and a sale of Receivables other than delinquent accounts for collection purposes only) pursuant to one asset sale or a series of related asset sales so long as (A) no Default has occurred and is continuing, (B) the purchase price paid to the Borrower or such Subsidiary for such asset shall be no less than the fair market value of such asset at the time of such sale, (C) the purchase price for such asset shall be paid to the Borrower or such Subsidiary shall consist of at least 40% cash (other than in connection with asset sales involving aggregate Investments not exceeding $10,000,000 in the aggregate at any time) and (D) the aggregate purchase price paid to the Borrower or any Subsidiary for any such assets shall not exceed $75,000,000; (vi) sales, transfers and dispositions of assets by any Subsidiary Guarantor to any Subsidiary that is not a Subsidiary Guarantor (A) if the terms of such sale, transfer or disposition, and consideration therefor, are on an arm’s-length basis, would be fair and reasonable for non-Affiliated transactions and are for 100% cash or (B) to the extent permitted by Section 5.02(f); and (vii) so long as no Default shall occur and be continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of clause (iv) or (v) above.

Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except: (i) sales of Inventory in the ordinary course of its business and the granting of any option or other right to purchase, lease or otherwise acquire Inventory in the ordinary course of its business; (ii) in a transaction authorized by Section 5.02(d)(ii); (iii) sales, transfers or other dispositions of assets among the Borrower and Subsidiary Guarantors or among a Subsidiary Guarantor and other Subsidiary Guarantors; (iv) so long as no Default has occurred is continuing, the sale of the stock or assets of W.A. Whitney Co., W.A. W. A. Whitney Italia Co. or Excellon Automation Co. and their respective direct and indirect Subsidiaries for fair market value; (v) the sale of any assets by the Borrower or any Subsidiary (other than a bulk sale of Inventory and a sale of Receivables other than delinquent accounts for collection purposes only) pursuant to one asset sale or a series of related asset sales so long as (A) no Default has occurred and is continuing, (B) the purchase price paid to the Borrower or such Subsidiary for such asset shall be no less than the fair market value of such asset at the time of such sale, (C) the purchase price for such asset shall be paid to the Borrower or such Subsidiary shall consist of at least 40% cash (other than in connection with asset sales involving aggregate Investments not exceeding $10,000,000 in the aggregate at any time) and (D) the aggregate purchase price paid to the Borrower or any Subsidiary for any such assets shall not exceed $75,000,00050,000,000; (vi) sales, transfers and dispositions of assets by any Subsidiary Guarantor to any Subsidiary that is not a Subsidiary Guarantor (A) if the terms of such sale, transfer or disposition, and consideration therefor, are on an arm’sarm's-length basis, would be fair and reasonable for non-Affiliated transactions and are for 100% cash or (B) to the extent permitted by Section 5.02(f); and (vii) so long as no Default shall occur and be continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of clause (iv) or (v) above.

Sales, Etc. of Assets. SellThe Company will not sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except: (i) sales of assets other than Inventory to be sold in the ordinary course of its business and the granting business, except: (a) sales of any option or other right to purchase, lease or otherwise acquire Inventory in the ordinary course of its business; (b) sales of assets that are obsolete or no longer used or useful for fair value in an aggregate amount not to exceed $10,000,000 per annum; (c) sale-leasebacks of used equipment in an aggregate amount not to exceed $100,000,000 over the term of the Series B Notes; (d) sales of assets (i) by the Company to a Wholly Owned Subsidiary that is a Subsidiary Guarantor, (ii) by a Subsidiary to the Company or to another Subsidiary that is a Subsidiary Guarantor with respect to which the Company shall have at least the same degree of ownership and control as it had with respect to the Subsidiary responsible for the asset sale, transfer or disposition or (iii) by a Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; (e) in a transaction authorized permitted by Section 5.02(d)(ii)10.6; (iiif) sales, transfers or sales of other dispositions assets (including the Capital Stock of assets among the Borrower and any Subsidiary Guarantors or among a Subsidiary Guarantor and other Subsidiary Guarantors; (iv) so long as no Default has occurred is continuing, the sale of the stock Company) with a fair value in an amount not to exceed $50,000,000 individually or assets $125,000,000 in the aggregate over the term of W.A. Whitney Co.the Series B Notes; provided, W.A. Whitney Italia Co. or Excellon Automation Co. and their respective direct and indirect Subsidiaries for fair market value; however, that (v) the sale of any assets by the Borrower or any Subsidiary (other than a bulk sale of Inventory and a sale of Receivables other than delinquent accounts for collection purposes only) pursuant to one asset sale or a series of related asset sales so long as (A) no Default has occurred and is continuing, (Bi) the purchase price paid to the Borrower Company or such Subsidiary for such asset shall be no less than the fair market value of such asset at the time of such sale, (C) the purchase price for sale and such asset sale shall be paid to in the Borrower best interest of the Company or such Subsidiary shall consist Subsidiary, as determined in good faith by the board of at least 40% cash directors (or other than in connection with asset sales involving aggregate Investments not exceeding $10,000,000 in person performing such functions) of the aggregate at any time) Company or such Subsidiary, as the case may be, and (Dii) the aggregate purchase price paid immediately after giving effect to the Borrower such sales of assets, no Default or any Subsidiary for any such assets Event of Default shall not exceed $75,000,000; (vi) sales, transfers and dispositions of assets by any Subsidiary Guarantor to any Subsidiary that is not a Subsidiary Guarantor (A) if the terms of such sale, transfer or disposition, and consideration therefor, are on an arm’s-length basis, would be fair and reasonable for non-Affiliated transactions and are for 100% cash or (B) to the extent permitted by Section 5.02(f)exist; and (viig) so long sales of receivables in connection with a receivables financing permitted by Section 10.3(c)(viii) along with such other assets or rights (including payment intangibles) related thereto as no Default shall occur and be continuing, customary for the grant purposes of any option or other right to purchase any asset in a transaction that would be consummating such permitted under the provisions of clause (iv) or (v) abovereceivables financing.

Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assetsassets other than Inventory to be sold in the ordinary course of its business, except: (i) sales of Inventory in the ordinary course of its business and the granting of any option or other right to purchase, lease or otherwise acquire Inventory in the ordinary course of its business; (ii) sales of assets that are obsolete or no longer used or useful for fair value in an aggregate amount not to exceed $10,000,000 per annum; (iii) sale-leasebacks of used equipment in an aggregate amount not to exceed $100,000,000 over the term of the Facilities; (iv) sales of assets (A) by the Borrower to a Wholly Owned Subsidiary that is Subsidiary Guarantor, (B) by a Subsidiary to the Borrower or to another Subsidiary that is Subsidiary Guarantor with respect to which the Borrower shall have at least the same degree of ownership and control as it had with respect to the Subsidiary responsible for the asset sale, transfer or disposition, or (C) by a Subsidiary that is not Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; (v) in a transaction authorized by Section 5.02(d)(ii5.02(d); (iiivi) sales, transfers or sales of other dispositions assets (including the Capital Stock of assets among the Borrower and any Subsidiary Guarantors or among a Subsidiary Guarantor and other Subsidiary Guarantors; (iv) so long as no Default has occurred is continuing, the sale of the stock Borrower) with a fair value in an amount not to exceed $50,000,000 individually or assets $125,000,000 in the aggregate over the term of W.A. Whitney Co.the Facilities; provided, W.A. Whitney Italia Co. or Excellon Automation Co. and their respective direct and indirect Subsidiaries for fair market value; (v) the sale of any assets by the Borrower or any Subsidiary (other than a bulk sale of Inventory and a sale of Receivables other than delinquent accounts for collection purposes only) pursuant to one asset sale or a series of related asset sales so long as however, that (A) no Default has occurred and is continuing, (B) the purchase price paid to the Borrower or such Subsidiary for such asset shall be no less than the fair market value of such asset at the time of such sale, (C) the purchase price for sale and such asset sale shall be paid to in the best interest of the Borrower or such Subsidiary shall consist Subsidiary, as determined in good faith by the board of at least 40% cash directors (or other than in connection with asset sales involving aggregate Investments not exceeding $10,000,000 in the aggregate at any timeperson performing such functions) and (D) the aggregate purchase price paid to of the Borrower or any Subsidiary for any such assets shall not exceed $75,000,000; (vi) salesSubsidiary, transfers and dispositions of assets by any Subsidiary Guarantor to any Subsidiary that is not a Subsidiary Guarantor (A) if as the terms of such sale, transfer or dispositioncase may be, and consideration therefor, are on an arm’s-length basis, would be fair and reasonable for non-Affiliated transactions and are for 100% cash or (B) immediately after giving effect to the extent permitted by Section 5.02(f)such sales of assets, no Default shall exist; and (vii) so long sales of receivables in connection with a receivables financing permitted by Section 5.02(b)(iii)(H) along with such other assets or rights (including payment intangibles) related thereto as no Default shall occur and be continuing, customary for the grant purposes of any option or other right to purchase any asset in a transaction that would be consummating such permitted under the provisions of clause (iv) or (v) abovereceivables financing.

Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of, or permit any of its Restricted Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assetsassets other than Inventory to be sold in the ordinary course of its business, except: (i) sales of Inventory in the ordinary course of its business and the granting of any option or other right to purchase, lease or otherwise acquire Inventory in the ordinary course of its business; (ii) sales of assets that are obsolete or no longer used or useful for fair value in an aggregate amount not to exceed $10,000,000 over the term of the Facility; (iii) sale-leasebacks of used equipment in an aggregate amount not to exceed $10,000,000 over the term of the Facility; (iv) sales of assets (x) by the Borrower to a Wholly Owned Restricted Subsidiary, or (y) by a Restricted Subsidiary to the Borrower or to another Restricted Subsidiary with respect to which the Borrower shall have at least the same degree of ownership and control as it had with respect to the Restricted Subsidiary responsible for the asset sale, transfer or disposition; (v) in a transaction authorized by Section 5.02(d)(ii5.02(d);; and (iiivi) sales, transfers sales of other assets with a fair value in an amount not to exceed $25,000,000 individually or other dispositions of assets among $100,000,000 in the Borrower and Subsidiary Guarantors or among a Subsidiary Guarantor and other Subsidiary Guarantors; (iv) so long as no Default has occurred is continuing, aggregate over the sale term of the stock or assets of W.A. Whitney Co.Facility; provided, W.A. Whitney Italia Co. or Excellon Automation Co. and their respective direct and indirect Subsidiaries for fair market value; (v) the sale of any assets by the Borrower or any Subsidiary (other than a bulk sale of Inventory and a sale of Receivables other than delinquent accounts for collection purposes only) pursuant to one asset sale or a series of related asset sales so long as (A) no Default has occurred and is continuinghowever, (B) that the purchase price paid to the Borrower or such Restricted Subsidiary for such asset shall be no less than the fair market value of such asset at the time of such sale, (C) the purchase price for sale and such asset sale shall be paid to in the best interest of the Borrower or such Subsidiary shall consist Restricted Subsidiary, as determined in good faith by the board of at least 40% cash directors (or other than in connection with asset sales involving aggregate Investments not exceeding $10,000,000 in the aggregate at any timeperson performing such functions) and (D) the aggregate purchase price paid to of the Borrower or any Subsidiary for any such assets shall not exceed $75,000,000; (vi) salesRestricted Subsidiary, transfers and dispositions of assets by any Subsidiary Guarantor to any Subsidiary that is not a Subsidiary Guarantor (A) if as the terms of such sale, transfer or dispositioncase may be, and consideration therefor(ii) immediately after giving effect to such sales of assets, are on an arm’s-length basis, would be fair and reasonable for non-Affiliated transactions and are for 100% cash or (B) to the extent permitted by Section 5.02(f); and (vii) so long as no Default shall occur and be continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of clause (iv) or (v) aboveexist.

Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assetsassets other than Inventory to be sold in the ordinary course of its business, except: (i) sales of Inventory in the ordinary course of its business and the granting of any option or other right to purchase, lease or otherwise acquire Inventory in the ordinary course of its business; (ii) sales of assets that are obsolete or no longer used or useful for fair value in an aggregate amount not to exceed $10,000,000 per annum; (iii) sale-leasebacks of used equipment in an aggregate amount not to exceed $200,000,000 in gross proceeds over the term of the Facilities; (iv) sales and other dispositions of assets (A) by the Borrower to a Subsidiary Guarantor, (B) by a Subsidiary to the Borrower or to another Subsidiary ​ ​ Credit Agreement ​ ​ that is a Subsidiary Guarantor or (C) by a Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; (v) in a transaction authorized by Section 5.02(d)(ii5.02(d); (iiivi) sales, transfers or sales of other dispositions assets (including the Capital Stock of assets among the Borrower and any Subsidiary Guarantors or among a Subsidiary Guarantor and other Subsidiary Guarantors; (iv) so long as no Default has occurred is continuing, the sale of the stock Borrower) with a fair value in an amount not to exceed $75,000,000 individually or assets $175,000,000 in the aggregate over the term of W.A. Whitney Co.the Facilities; provided, W.A. Whitney Italia Co. or Excellon Automation Co. and their respective direct and indirect Subsidiaries for fair market value; (v) the sale of any assets by the Borrower or any Subsidiary (other than a bulk sale of Inventory and a sale of Receivables other than delinquent accounts for collection purposes only) pursuant to one asset sale or a series of related asset sales so long as however, that (A) no Default has occurred and is continuing, (B) the purchase price paid to the Borrower or such Subsidiary for such asset shall be no less than the fair market value of such asset at the time of such sale, (C) the purchase price for sale and such asset sale shall be paid to in the best interest of the Borrower or such Subsidiary Subsidiary, as determined in good faith by the board of directors (or other person performing such functions) of the Borrower or such Subsidiary, as the case may be, and (B) immediately after giving effect to such sales of assets, no Default shall consist exist; (vii) sales of at least 40% cash (other than receivables in connection with asset sales involving aggregate Investments a receivables financing pursuant to Section 5.02(b)(xi) along with such other assets or rights (including payment intangibles) related thereto as shall be customary for the purposes of consummating such permitted receivables financing; (viii) any lease of real property under leases or agreements to lease having (A) an original term of more than one year or (B) an original term of one year or less, in each case in respect of leased real property with a fair value in an amount not exceeding to exceed $10,000,000 25,000,000 in the aggregate at any time) and (D) the aggregate purchase price paid to the Borrower or any Subsidiary for any such assets shall not exceed $75,000,000; (viix) sales, transfers and dispositions of assets by any Subsidiary Guarantor to any Subsidiary that is not a Subsidiary Guarantor (A) if the terms of such sale, transfer or dispositiondisposition of surplus assets (including equipment and real property but excluding any Capital Stock) that is, in the reasonable judgment of the Borrower, no longer economically useful in the conduct of the business of the Borrower and consideration therefor, are on an arm’s-length basis, would be fair and reasonable for the Subsidiaries taken as whole; (x) non-Affiliated transactions and are for 100% cash consensual disposition of assets resulting from condemnation or (B) to casualty events or other disposition of assets resulting from the extent permitted threatened condemnation by Section 5.02(f); andGovernmental Authorities; (viixi) so long as no Default shall occur and be continuingany surrender or waiver of contractual rights or the settlement, the grant release, or surrender of contractual, tort or other claims of any option kind; (xii) the unwinding or other right to purchase termination of any asset in a transaction that would be Swap Contracts permitted under the provisions of clause (iv) or (v) abovehereunder.

Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assetsassets other than Inventory to be sold in the ordinary course of its business, except:: ​ (i) sales of Inventory in the ordinary course of its business and the granting of any option or other right to purchase, lease or otherwise acquire Inventory in the ordinary course of its business;; ​ (ii) sales of assets that are obsolete or no longer used or useful for fair value in an aggregate amount not to exceed $10,000,000 per annum; ​ (iii) sale-leasebacks of used equipment in an aggregate amount not to exceed $200,000,000 in gross proceeds over the term of the Facilities; ​ (iv) sales and other dispositions of assets (A) by the Borrower to a Subsidiary Guarantor, (B) by a Subsidiary to the Borrower or to another Subsidiary that is a Subsidiary Guarantor or (C) by a Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; ​ ​ (v) in a transaction authorized by Section 5.02(d)(ii5.02(d);; ​ (iiivi) sales, transfers or sales of other dispositions assets (including the Capital Stock of assets among the Borrower and any Subsidiary Guarantors or among a Subsidiary Guarantor and other Subsidiary Guarantors; (iv) so long as no Default has occurred is continuing, the sale of the stock Borrower) with a fair value in an amount not to exceed $75,000,000 individually or assets $175,000,000 in the aggregate over the term of W.A. Whitney Co.the Facilities; provided, W.A. Whitney Italia Co. or Excellon Automation Co. and their respective direct and indirect Subsidiaries for fair market value; (v) the sale of any assets by the Borrower or any Subsidiary (other than a bulk sale of Inventory and a sale of Receivables other than delinquent accounts for collection purposes only) pursuant to one asset sale or a series of related asset sales so long as however, that (A) no Default has occurred and is continuing, (B) the purchase price paid to the Borrower or such Subsidiary for such asset shall be no less than the fair market value of such asset at the time of such sale, (C) the purchase price for sale and such asset sale shall be paid to in the best interest of the Borrower or such Subsidiary Subsidiary, as determined in good faith by the board of directors (or other person performing such functions) of the Borrower or such Subsidiary, as the case may be, and (B) immediately after giving effect to such sales of assets, no Default shall consist exist; ​ (vii) sales of at least 40% cash (other than receivables in connection with asset sales involving aggregate Investments a receivables financing pursuant to Section 5.02(b)(xi) along with such other assets or rights (including payment intangibles) related thereto as shall be customary for the purposes of consummating such permitted receivables financing; ​ (viii) any lease of real property under leases or agreements to lease having (A) an original term of more than one year or (B) an original term of one year or less, in each case in respect of leased real property with a fair value in an amount not exceeding to exceed $10,000,000 25,000,000 in the aggregate at any time) and (D) the aggregate purchase price paid to the Borrower or any Subsidiary for any such assets shall not exceed $75,000,000;; ​ (viix) sales, transfers and dispositions of assets by any Subsidiary Guarantor to any Subsidiary that is not a Subsidiary Guarantor (A) if the terms of such sale, transfer or dispositiondisposition of surplus assets (including equipment and real property but excluding any Capital Stock) that is, in the reasonable judgment of the Borrower, no longer economically useful in the conduct of the business of the Borrower and consideration therefor, are on an arm’s-length basis, would be fair and reasonable for the Subsidiaries taken as whole; (x) non-Affiliated transactions and are for 100% cash consensual disposition of assets resulting from condemnation or (B) to casualty events or other disposition of assets resulting from the extent permitted threatened condemnation by Section 5.02(f)Governmental Authorities; and​ (viixi) so long as no Default shall occur and be continuingany surrender or waiver of contractual rights or the settlement, the grant release, or surrender of contractual, tort or other claims of any option kind; ​ (xii) the unwinding or other right to purchase termination of any asset in a transaction that would be Swap Contracts permitted under the provisions of clause (iv) or (v) above.hereunder. ​