Sales of Assets Sample Clauses
Sales of Assets. The Company will not, and will not permit any Restricted Subsidiary to, Dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Disposition, in any combination:
(a) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value at least equal to the Fair Market Value of such assets Disposed of; and/or
(b) to prepay or retire Senior Indebtedness of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiary, provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5. As used in this Section 10.5, a Disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Disposition, exceeds 10% of the book value of Consolidated Total Assets; provided that there shall be excluded from any determination of a “substantial part” (1) any Dispositi...
Sales of Assets. Neither the Borrower nor any of its Subsidiaries shall sell, assign, transfer, lease, convey or otherwise dispose of any Property, whether now owned or hereafter acquired, or any income or profits therefrom, or enter into any agreement to do so which would result in a Material Adverse Effect.
Sales of Assets. Sell, lease, license on an exclusive basis or otherwise dispose of any of the assets of the Company and its Subsidiaries, provided that (a) until the revocation by the holder or holders of at least 67% of the aggregate principal amount of the Notes then outstanding, which may be effected upon the occurrence and during the continuance of any Event of Default, the Company and the Subsidiaries may sell inventory and obsolete or worn-out equipment in the ordinary course of business, (b) any Subsidiary may sell, lease, license or otherwise dispose of all or a substantial part of its assets to the Company or another wholly-owned Subsidiary, (c) the Company or any Subsidiary may dispose of cash in the payment of its obligations, and (d) so long as no Event of Default, or condition or event which, after notice or lapse of time, or both, would constitute an Event of Default, shall then exist, the Company or any Subsidiary may sell, lease, license or otherwise dispose of assets if (i) the net book value of such assets, when added to the net book value of all other assets disposed of by the Company or any Subsidiary pursuant to this clause (d) within the immediately preceding 36-month period, does not exceed ten percent of the consolidated net book value of the assets of the Company determined as of the end of the most recently completed fiscal quarter, and (ii) such assets, together with all other assets disposed of by the Company or any Subsidiary pursuant to this clause (d) within the immediately preceding 36-month period, have not contributed more than ten percent of consolidated net earnings of the Company for any of the three most recently completed fiscal years. Upon any sale of assets permitted under clause (d) of this Section 9.1, or upon any sale of obsolete or worn-out equipment permitted under clause (a) of this Section 9.1, the Purchasers shall, at the expense of the Company, execute such documents and take such actions as the Company or the Collateral Agent (as hereinafter defined) shall reasonably request to release, or to authorize the release of, the liens on such assets securing the Notes.
Sales of Assets. Except for Permitted Asset Sales, sell, lease, assign, transfer or otherwise dispose of, in one or any series of related transactions, all or any portion of its Oil and Gas Properties or other material assets, whether now owned or hereafter acquired, including transfers to Subsidiaries, nor enter into any arrangement, directly or indirectly, with any Person to sell and rent or lease back as lessee such property or any part thereof which is intended to be used for substantially the same purpose or purposes as the property sold or transferred.
Sales of Assets. Neither the Borrower nor any of its Subsidiaries shall consummate any Asset Sale, except:
(i) transfers of assets between the Borrower and any wholly-owned Subsidiary of the Borrower or between wholly-owned Subsidiaries of the Borrower not otherwise prohibited by this Agreement;
(ii) sales of inventory and licenses of intellectual property, each in the ordinary course of business;
(iii) the disposition in the ordinary course of business of equipment that is obsolete, excess, or no longer used or useful in the Borrower’s or any Subsidiary’s business;
(iv) sales, assignments, transfers, leases, conveyances or other dispositions of other assets if such transaction (a) is for not less than fair market value (as determined in good faith by the Borrower’s management or board of directors) and (b) when combined with all such other transactions (each such transaction being valued at book value) during the then current fiscal year, represents the disposition of assets with an aggregate book value not greater than 10% of the aggregate book value of Consolidated Assets as of the end of the immediately preceding fiscal year. If the proceeds resulting from an Asset Sale are used by the Borrower or the applicable Subsidiary within 180 days of the date on which such proceeds arose to acquire property of a similar nature to be used in the Borrower’s or such Subsidiary’s ordinary course of business, then, only for purposes of determining compliance with this Section 7.3(B)(iv), such Asset Sale shall not be included in such determination.
Sales of Assets. The Issuer will not sell, lease, transfer, liquidate or otherwise dispose of any Assets, except as contemplated by the Program Documents.
Sales of Assets. Borrower will not, directly or indirectly, in any fiscal year, sell, transfer or otherwise dispose of any assets, or grant any option or other right to purchase or otherwise acquire any assets other than (i) Equipment with an aggregate value of less than $25,000 the proceeds of which shall be paid to TBCC and applied to the Obligations, (ii) sales of Inventory in the ordinary course of business and (iii) licenses or sublicenses on a non-exclusive basis of intellectual property in the ordinary course of Borrower's business.
Sales of Assets. Neither the Company nor any of its Subsidiaries shall consummate any Asset Sale, except:
(i) sales of inventory in the ordinary course of business;
(ii) the disposition in the ordinary course of business of equipment that is obsolete, excess or no longer used or useful in the Company’s or its Subsidiaries’ businesses;
(iii) transfers of assets between the Company and any wholly-owned Subsidiary of the Company, or between wholly-owned Subsidiaries of the Company not otherwise prohibited by this Agreement;
(iv) the Permitted Sale and Leaseback Transactions;
(v) the sale or other disposition of (a) all of the assets comprising the UltraPure System business operations of the Company and (b) those certain assets acquired from Pitt-Des Moines Inc. and identified in a ruling dated as of July 12, 2003 by the Federal Trade Commission requiring the divestiture of such assets so long as the aggregate book value of such assets described in this clause (b) does not exceed $15,000,000 and the sale of such assets is on terms ordered by the Federal Trade Commission or otherwise reasonably acceptable to the Administrative Agent; and
(vi) other leases, sales or other dispositions of assets if such transaction (a) is for consideration consisting at least eighty percent (80%) of cash, (b) is for not less than fair market value (as determined in good faith by the Company’s board of directors), and (c) involves assets that, together with all other assets of the Company and its Subsidiaries previously leased, sold or disposed of (other than pursuant to clauses (i) through (v) above) as permitted by this Section (x) during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a Substantial Portion of the assets of the Company and its Subsidiaries and (y) since the Closing Date do not exceed $40,000,000, in each case when combined with all such other transactions during such period (each such transaction being valued at book value).
Sales of Assets. Sell, transfer, lease, license or otherwise dispose of (a “Transfer”) any of Borrower’s assets except (i) non-exclusive licenses of Intellectual Property in the ordinary course of business consistent with industry practice, provided that such licenses of Intellectual Property neither result in a legal transfer of title of the licensed Intellectual Property nor have the same effect as a sale of such Intellectual Property; (ii) Transfers of worn-out, obsolete or surplus property (each as determined by Borrower in its reasonable judgment); (iii) Transfers of Inventory in the ordinary course of business; (iv) Transfers constituting Permitted Liens; (v) Transfers permitted in Section 6.6 hereunder; and (vi) Transfers of Collateral (other than Intellectual Property) for fair consideration and in the ordinary course of its business.
Sales of Assets. Neither the Company nor any of its Subsidiaries shall consummate any Asset Sale, except:
(a) sales of inventory in the ordinary course of business;
(b) the Disposition in the ordinary course of business of equipment that is obsolete, excess or no longer used or useful in the Company’s or its Subsidiaries’ businesses;
(c) (i) Dispositions of assets from a Collateral Loan Party to any other Collateral Loan Party, (ii) Dispositions of assets from a Non-Collateral Loan Party to a Collateral Loan Party, (iii) Dispositions of assets from a Non-Loan Party to the Company or any of its Subsidiaries, (iv) Dispositions of assets from a Collateral Loan Party to a Non-Collateral Loan Party made in the ordinary course of business and upon fair and reasonable terms no less favorable to such Collateral Loan Party than would be obtainable in a comparable arm’s length transaction with a Person that is neither the Company nor one of its Subsidiaries, and (v) Dispositions of assets in the ordinary course of business from a Loan Party to a Subsidiary of the Company that is not a Loan Party and not otherwise prohibited by this Agreement in an aggregate amount not to exceed $25,000,000 from and after the Amendment No. 6 Closing Date;
(d) the Permitted Sale and Leaseback Transactions;
(e) Dispositions in connection with Project Bluefin;
(f) other leases, sales or other Dispositions of assets not otherwise permitted by this Section 7.02 if (i) such transaction is for consideration consisting only of cash, (ii) such transaction is for not less than fair market value (as determined in good faith by the Company’s board of directors), and (iii) the prior written consent of the Administrative Agent to such Disposition has been obtained; and
(g) Dispositions in connection with Project Jazz; provided, however, that all of the cash proceeds received from the divestiture in connection with Project Jazz shall be promptly (but in any event within 30 days upon such receipt of proceeds), and on a pro rata basis based on outstanding balances as of the last day of the fiscal quarter immediately preceding the consummation of Project Jazz, used to prepay (1) syndicated term loans, Committed Loans hereunder, Committed Loans (as defined therein) under the Existing Revolving Credit Agreement and/or outstanding amounts owing under any bilateral revolving credit facility (collectively, “Bank Debt”), on the one hand, and (2) certain outstanding amounts owing under the NPA Notes, on the other hand, in ea...