Common use of Sales of Assets and Other Arrangements Clause in Contracts

Sales of Assets and Other Arrangements. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (a) liquidate, windup, or dissolve itself (or suffer any liquidation or dissolution); or (b) convey, sell, lease, sublease, transfer or otherwise dispose of, in one transaction or a series of related transactions, all or any of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired; provided, however, that: (i) the Borrower and any Subsidiary may sell, transfer or dispose of its assets among themselves and may transfer assets as security for Indebtedness to the extent not prohibited by Section 10.2; (ii) any Loan Party and any other Subsidiary may, directly or indirectly, convey, sell, lease, dispose of, or otherwise transfer, whether by one or a series of related transactions, any assets (including any capital stock or other Equity Interests in any of its Subsidiaries) which do not comprise a Substantial Amount of the total consolidated assets of the Borrower and its Subsidiaries, to any other Person; (iii) any Loan Party and any other Subsidiary may, directly or indirectly, convey, sell, lease, dispose of, or otherwise transfer, whether by one or a series of related transactions, any assets (including any capital stock or other Equity Interests in any of its Subsidiaries) which comprise a Substantial Amount of the total consolidated assets of the Borrower and its Subsidiaries, to any other Person, so long as, in each case, (A) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default exists or would result therefrom; and (B) if such Loan Party is the Borrower or owns an Eligible Property the Borrower shall have given the Administrative Agent at least ten (10) days’ prior written notice of such conveyance, sale, lease, disposition, or other transfer together with a Compliance Certificate, calculated on a pro forma basis, evidencing the continued compliance by the Loan Parties with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in Section 10.1, after giving effect to such conveyance, sale, lease, disposition, or other transfer; (iv) the Loan Parties and the other Subsidiaries may lease and sublease their respective assets, as lessor or sublessor (as the case may be), and enter into sale/leaseback, lease/leaseback, and other similar transactions, in each case, in the ordinary course of their business; (v) any Loan Party and any other Subsidiary may sell Cash Equivalents and Marketable Securities in the ordinary course of business; (vi) any Loan Party and any other Subsidiary may make asset dispositions as a result of casualties; and (vii) any Subsidiary of Borrower may liquidate, windup or dissolve if Borrower determines in good faith that such liquidation, windup or dissolution is in the best interest of Borrower.

Sales of Assets and Other Arrangements. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (a) liquidate, windup, or dissolve itself (or suffer any liquidation or dissolution); or (b) convey, sell, lease, sublease, transfer or otherwise dispose of, in one transaction or a series of related transactions, all or any of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired; provided, however, that: (i) the Borrower and any Subsidiary may sell, transfer or dispose of its assets among themselves and may transfer assets as security for Indebtedness to the extent not prohibited by Section 10.2; (ii) any Loan Party and any other Subsidiary may, directly or indirectly, convey, sell, lease, dispose of, or otherwise transfer, whether by one or a series of related transactions, any assets (including any capital stock or other Equity Interests in any of its Subsidiaries) which do not comprise a Substantial Amount of the total consolidated assets of the Borrower and its Subsidiaries, to any other Person; (iii) any Loan Party and any other Subsidiary may, directly or indirectly, convey, sell, lease, dispose of, or otherwise transfer, whether by one or a series of related transactions, any assets (including any capital stock or other Equity Interests in any of its Subsidiaries) which comprise a Substantial Amount of the total consolidated assets of the Borrower and its Subsidiaries, to any other Person, so long as, in each case, (A) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default exists or would result therefrom; and (B) if such Loan Party is the Borrower or owns an Eligible Property the Borrower shall have given the Administrative Agent at least ten (10) days’ prior written notice of such conveyance, sale, lease, disposition, or other transfer together with a Compliance Certificate, calculated on a pro forma basis, evidencing the continued compliance by the Loan Parties with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in Section 10.1, after giving effect to such conveyance, sale, lease, disposition, disposition or other transfer; (iv) the Loan Parties and the other Subsidiaries may lease and sublease their respective assets, as lessor or sublessor (as the case may be), and enter into sale/leaseback, lease/leaseback, and other similar transactions, in each case, in the ordinary course of their business; (v) any Loan Party and any other Subsidiary may sell Cash Equivalents and Marketable Securities in the ordinary course of business; (vi) any Loan Party and any other Subsidiary may make asset dispositions as a result of casualties; and (vii) any Subsidiary of Borrower may liquidate, windup or dissolve if Borrower determines in good faith that such liquidation, windup or dissolution is in the best interest of Borrower.

Sales of Assets and Other Arrangements. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (a) liquidate, windup, or dissolve itself (or suffer any liquidation or dissolution); or (b) convey, sell, lease, sublease, transfer or otherwise dispose of, in one transaction or a series of related transactions, all or any of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired; provided, however, that: (i) the Borrower and any Subsidiary may sell, transfer or dispose of its assets among themselves and may transfer assets as security for Indebtedness to the extent not prohibited by Section 10.2; (ii) any Loan Party and any other Subsidiary may, directly or indirectly, convey, sell, lease, dispose of, or otherwise transfer, whether by one or a series of related transactions, any assets (including any capital stock or other Equity Interests in any of its Subsidiaries) which do not comprise a Substantial Amount of the total consolidated assets of the Borrower and its Subsidiaries, to any other Person; (iii) any Loan Party and any other Subsidiary may, directly or indirectly, convey, sell, lease, dispose of, or otherwise transfer, whether by one or a series of related transactions, any assets (including any capital stock or other Equity Interests in any of its Subsidiaries) which comprise a Substantial Amount of the total consolidated assets of the Borrower and its Subsidiaries, to any other Person, so long as, in each case, (A) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default exists or would result therefrom, including, without limitation, a Default or Event of Default resulting from a breach of Section 11.1; and (B) if such Loan Party is the Borrower or owns an Eligible Property the Borrower shall have given the Administrative Agent at least ten (10) days’ prior written notice of such conveyance, sale, lease, disposition, or other transfer together with a Compliance Certificate, calculated on a pro forma basis, evidencing the continued compliance by the Loan Parties with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in Section 10.1, after giving effect to such conveyance, sale, lease, disposition, disposition or other transfer; (iv) the Loan Parties and the other Subsidiaries may lease and sublease their respective assets, as lessor or sublessor (as the case may be), and enter into sale/leaseback, lease/leaseback, and other similar transactions, in each case, in the ordinary course of their business; (v) any Loan Party and any other Subsidiary may sell Cash Equivalents and Marketable Securities in the ordinary course of business; (vi) any Loan Party and any other Subsidiary may make asset dispositions as a result of casualties; and (vii) any Subsidiary of Borrower may liquidate, windup or dissolve if Borrower determines in good faith that such liquidation, windup or dissolution is in the best interest of Borrower.

Sales of Assets and Other Arrangements. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (a) liquidate, windup, or dissolve itself (or suffer any liquidation or dissolution); or (b) convey, sell, lease, sublease, transfer or otherwise dispose of, in one transaction or a series of related transactions, all or any of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired; provided, however, that: (i) the Borrower and any Subsidiary may sell, transfer or dispose of its assets among themselves and may transfer assets as security for Indebtedness to the extent not prohibited by Section 10.2; (ii) any Loan Party and any other Subsidiary may, directly or indirectly, convey, sell, lease, dispose of, or otherwise transfer, whether by one or a series of related transactions, any assets (including any capital stock or other Equity Interests in any of its Subsidiaries) which do not comprise a Substantial Amount of the total consolidated assets of the Borrower and its Subsidiaries, to any other Person; (iii) any Loan Party and any other Subsidiary may, directly or indirectly, convey, sell, lease, dispose of, or otherwise transfer, whether by one or a series of related transactions, any assets (including any capital stock or other Equity Interests in any of its Subsidiaries) which comprise a Substantial Amount of the total consolidated assets of the Borrower and its Subsidiaries, to any other Person, so long as, in each case, (A) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default exists or would result therefrom, including, without limitation, a Default or Event of Default resulting from a breach of Section 11.1; and (B) if such Loan Party is the Borrower or owns an Eligible Property the Borrower shall have given the Administrative Agent at least ten (10) days’ prior written notice of such conveyance, sale, lease, disposition, or other transfer together with a Compliance Certificate, calculated on a pro forma basis, evidencing the continued compliance by the Loan Parties with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in Section 10.1, after giving effect to such conveyance, sale, lease, disposition, or other transfer; (iv) the Loan Parties and the other Subsidiaries may lease and sublease their respective assets, as lessor or sublessor (as the case may be), and enter into sale/leaseback, lease/leaseback, and other similar transactions, in each case, in the ordinary course of their business; (v) any Loan Party and any other Subsidiary may sell Cash Equivalents and Marketable Securities in the ordinary course of business; (vi) any Loan Party and any other Subsidiary may make asset dispositions as a result of casualties; and (vii) any Subsidiary of Borrower may liquidate, windup or dissolve if Borrower determines in good faith that such liquidation, windup or dissolution is in the best interest of Borrower.

Sales of Assets and Other Arrangements. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (a) liquidate, windup, or dissolve itself (or suffer any liquidation or dissolution); or (b) convey, sell, lease, sublease, transfer or otherwise dispose of, in one transaction or a series of related transactions, all or any Substantial Amount of its business or assets, or the capital stock of or other Equity Interests in any of its SubsidiariesSubsidiaries (which account for all or any Substantial Amount), whether now owned or hereafter acquired; provided, however, that: (i) the Borrower and any Subsidiary may sell, transfer or dispose of its assets among themselves and may transfer assets as security for Indebtedness to the extent not prohibited by Section 10.2; (ii) any Any Loan Party and any other Subsidiary may, directly or indirectly, convey, sell, lease, dispose of, or otherwise transfer, whether by one or a series of related transactions, any a Substantial Amount of assets (including any capital stock or other Equity Interests in any of its Subsidiaries) which do not comprise a Substantial Amount of the total consolidated assets of the Borrower and its Subsidiaries, to any other Person; (iii) any Loan Party and any other Subsidiary may, directly or indirectly, convey, sell, lease, dispose of, or otherwise transfer, whether by one or a series of related transactions, any assets (including any capital stock or other Equity Interests in any of its Subsidiaries) which comprise a Substantial Amount of the total consolidated assets of the Borrower and its Subsidiaries, to any other Person, so long as, in each case, (A) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default exists or would result therefrom, including, without limitation, a Default or Event of Default resulting from a breach of Section 11.1; and (B) if such Loan Party is the Borrower or owns an Eligible Property the Borrower shall have given the Administrative Agent at least ten (10) days’ prior written notice of such conveyance, sale, lease, disposition, or other transfer together with a Compliance Certificate, calculated on a pro forma basis, evidencing the continued compliance by the Loan Parties with the terms and conditions of this Agreement and the other Loan Documents, including, including without limitation, the financial covenants contained in Section 10.1, after giving effect to such conveyance, sale, lease, disposition, or other transfer; (iviii) the Loan Parties and the other Subsidiaries may lease and sublease their respective assets, as lessor or sublessor (as the case may be), and enter into sale/leaseback, lease/leaseback, and other similar transactions, in each case, in the ordinary course of their business; (viv) any Loan Party and any other Subsidiary may sell Cash Equivalents and Marketable Securities in the ordinary course of business; (viv) any Loan Party and any other Subsidiary may make asset dispositions as a result of casualties; and (viivi) any Subsidiary of Borrower may liquidate, windup or dissolve if Borrower determines in good faith that such liquidation, windup or dissolution is in the best interest of Borrower.

Sales of Assets and Other Arrangements. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (a) liquidate, windup, or dissolve itself (or suffer any liquidation or dissolution); or (b) convey, sell, lease, sublease, transfer or otherwise dispose of, in one transaction or a series of related transactions, all or any Substantial Amount of its business or assets, or the capital stock of or other Equity Interests in any of its SubsidiariesSubsidiaries (which account for all or any Substantial Amount), whether now owned or hereafter acquired; provided, however, that: (i) the Borrower and any Subsidiary may sell, transfer or dispose of its assets among themselves and may transfer assets as security for Indebtedness to the extent not prohibited by Section 10.2; (ii) any Any Loan Party and any other Subsidiary may, directly or indirectly, convey, sell, lease, dispose of, or otherwise transfer, whether by one or a series of related transactions, any a Substantial Amount of assets (including any capital stock or other Equity Interests in any of its Subsidiaries) which do not comprise a Substantial Amount of the total consolidated assets of the Borrower and its Subsidiaries, to any other Person; (iii) any Loan Party and any other Subsidiary may, directly or indirectly, convey, sell, lease, dispose of, or otherwise transfer, whether by one or a series of related transactions, any assets (including any capital stock or other Equity Interests in any of its Subsidiaries) which comprise a Substantial Amount of the total consolidated assets of the Borrower and its Subsidiaries, to any other Person, so long as, in each case, (A) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default exists or would result therefrom, including, without limitation, a Default or Event of Default resulting from a breach of Section 11.1; and (B) if such Loan Party is the Borrower or owns an Eligible Property the Borrower shall have given the Administrative Agent at least ten (10) days’ prior written notice of such conveyance, sale, lease, disposition, or other transfer together with a Compliance Certificate, calculated on a pro forma basis, evidencing the continued compliance by the Loan Parties with the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in Section 10.1, after giving effect to such conveyance, sale, lease, disposition, or other transfer; (iviii) the Loan Parties and the other Subsidiaries may lease and sublease their respective assets, as lessor or sublessor (as the case may be), and enter into sale/leaseback, lease/leaseback, and other similar transactions, in each case, in the ordinary course of their business; (viv) any Loan Party and any other Subsidiary may sell Cash Equivalents and Marketable Securities in the ordinary course of business; (viv) any Loan Party and any other Subsidiary may make asset dispositions as a result of casualties; and (viivi) any Subsidiary of Borrower may liquidate, windup or dissolve if Borrower determines in good faith that such liquidation, windup or dissolution is in the best interest of Borrower.