Common use of Transfer; Merger Clause in Contracts

Transfer; Merger. No Borrower shall, either directly or indirectly, permit a Change in Control, merge, consolidate, sell, transfer, license, lease, encumber or otherwise dispose of all or any part of its property or business or all or any substantial part of its assets, or sell or discount (with or without recourse) any of its Notes (as defined in the UCC), Chattel Paper, Payment Intangibles or Accounts; provided, however, that any Borrower may: (a) sell or lease Inventory and Equipment in the Ordinary Course of Business; (b) upon not less than three (3) Business Days’ prior written notice to Lender, any Subsidiary of any Borrower may merge with (so long as the applicable Borrower remains the surviving entity), or dissolve or liquidate into, or transfer its property to any Borrower; (c) dispose of used, worn-out or surplus equipment in the Ordinary Course of Business; (d) discount or write-off overdue Accounts for collection in the Ordinary Course of Business; (e) sell or otherwise dispose (including cancellation of Funded Indebtedness) of any Investment permitted under Section 9.3 in the Ordinary Course of Business; and (f) grant Permitted Liens.

Transfer; Merger. No Borrower shallshall not, either directly or indirectly, permit a Change in Control, merge, consolidate, sell, transfer, license, lease, encumber or otherwise dispose of all or any part of its property or business or all or any substantial part of its assets, or sell or discount (with or without recourse) any of its Notes (as defined in the UCC), Chattel Paper, Payment Intangibles or Accounts; provided, however, that any Borrower may: (a) sell or lease Inventory and Equipment in the Ordinary Course of Business; (b) upon not less than three (3) Business Days’ prior written notice to Lender, any Subsidiary of any Borrower may merge with (so long as the applicable Borrower remains the surviving entity), or dissolve or liquidate into, or transfer its property to any Borrower; (c) dispose of used, worn-out or surplus equipment in the Ordinary Course of Business; (d) discount or write-off overdue Accounts for collection in the Ordinary Course of Business; (e) sell or otherwise dispose (including cancellation of Funded Indebtedness) of any Investment permitted under Section 9.3 in the Ordinary Course of Business; and (f) grant Permitted Liens.

Transfer; Merger. No Borrower shallThe Credit Parties shall not, either directly or indirectly, permit a Change in Control, merge, consolidate, sell, transfer, license, lease, encumber or otherwise dispose of all or any part of its property or business or all or any substantial part of its assets, or sell or discount (with or without recourse) any of its Notes (as defined in the UCC), Chattel Paper, Payment Intangibles or Accounts; provided, however, that any Borrower the Credit Parties may: (a) sell or lease Inventory and Equipment in the Ordinary Course of Business; (b) upon not less than three (3) Business Days’ prior written notice to Lender, any Subsidiary of any Borrower may merge with (so long as the applicable Borrower remains the surviving entity), or dissolve or liquidate into, or transfer its property to any Borrower; (c) dispose of used, worn-out or surplus equipment in the Ordinary Course of Business; (d) discount or write-off overdue Accounts for collection in the Ordinary Course of Business; (e) sell or otherwise dispose (including cancellation of Funded Indebtedness) of any Investment permitted under Section 9.3 8.3 in the Ordinary Course of Business; and (f) grant Permitted Liens.

Transfer; Merger. No Borrower shallshall not, either directly or indirectly, permit a Change in Control, merge, consolidate, sell, transfer, license, lease, encumber or otherwise dispose of all or any substantial part of its property or business or all or any substantial part of its assets, or sell or discount (with or without recourse) any of its Notes (as defined in the UCC), Chattel Paper, Payment Intangibles or Accounts; provided, however, that any Borrower may: (a) sell or lease Inventory and Equipment in the Ordinary Course ordinary course of Businessbusiness; (b) upon not less than three (3) Business Days’ prior written notice to Lender, any Subsidiary of any Borrower may merge with (so long as the applicable Borrower remains the surviving entity), or dissolve or liquidate into, or transfer its property to any Borrower; (c) dispose of used, worn-out or surplus equipment in the Ordinary Course ordinary course of Businessbusiness; (d) discount or write-off overdue Accounts for collection in the Ordinary Course ordinary course of Businessbusiness; (e) sell or otherwise dispose (including cancellation of Funded Indebtedness) of any Investment permitted under Section 9.3 in the Ordinary Course ordinary course of Businessbusiness; and (f) grant Permitted Liens.

Transfer; Merger. No Borrower shall, either directly or indirectly, permit a Change in Control, merge, consolidate, sell, transfer, license, lease, encumber or otherwise dispose of all or any part of its property or business or all or any substantial part of its assets, or sell or discount (with or without recourse) any of its Notes (as defined in the UCC), Chattel Paper, Payment Intangibles or Accounts; provided, however, that any Borrower may: (a) sell or lease Inventory and Equipment in the Ordinary Course ordinary course of Businessbusiness; (b) upon not less than three (3) Business Days’ prior written notice to Lender, any Subsidiary of any Borrower may merge with (so long as the applicable Borrower remains the surviving entity), or dissolve or liquidate into, or transfer its property to any Borrower; (c) dispose of used, worn-out or surplus equipment in the Ordinary Course ordinary course of Businessbusiness; (d) discount or write-off overdue Accounts for collection in the Ordinary Course ordinary course of Businessbusiness; (e) sell or otherwise dispose (including cancellation of Funded Indebtedness) of any Investment permitted under Section 9.3 in the Ordinary Course ordinary course of Businessbusiness; and (f) grant Permitted Liens.

Transfer; Merger. No Borrower shallThe Credit Parties shall not, either directly or indirectly, permit a Change in Control, merge, consolidate, sell, transfer, license, lease, encumber or otherwise dispose of all or any part of its property or business or all or any substantial part of its assets, or sell or discount (with or without recourse) any of its Notes (as defined in the UCC), Chattel Paper, Payment Intangibles or Accounts; provided, however, that any Borrower the Credit Parties may: (a) sell or lease Inventory and Equipment in the Ordinary Course of Business; (b) upon not less than three (3) Business Days’ prior written notice to Lender, any Subsidiary of any Borrower may merge with (so long as the applicable Borrower remains the surviving entity), or dissolve or liquidate into, or transfer its property to any Borrower; (c) dispose of used, worn-out or surplus equipment in the Ordinary Course of Business; (d) discount or write-off overdue Accounts for collection in the Ordinary Course of Business; (e) enter into any such transaction so long as all Obligations owed hereunder are paid upon the closing of such transaction; (f) transfers of assets amongst Credit Parties; (g) bona-fide licenses of intellectual property rights to third parties in the ordinary course of business in good faith; (h) sell or otherwise dispose (including cancellation of Funded Indebtedness) of any Investment permitted under Section 9.3 8.3 in the Ordinary Course of Business; and (fi) grant Permitted Liens.

Transfer; Merger. No Borrower shallThe Credit Partiesshallnot, either directly or indirectly, permit a Change in Control, merge, consolidate, sell, transfer, license, lease, encumber or otherwise dispose of all or any part of its property or business or all or any substantial part of its assets, or sell or discount (with or without recourse) any of its Notes (as defined in the UCC), Chattel Paper, Payment Intangibles or Accounts; provided, however, that any Borrower maythe Credit Partiesmay: (a) sell or lease Inventory and Inventoryand Equipment in the Ordinary Course of Business; (b) upon not less than three (3) Business Days’ prior written notice to Lender, any Subsidiary of any Borrower may merge with (so long as the applicable Borrower remains the surviving entity), or dissolve or liquidate into, or transfer its property to any Borrower; (c) dispose of used, worn-out or surplus equipment in the Ordinary Course of Business; (d) discount or write-off overdue Accounts for collection in the Ordinary Course of Business; (e) sell or otherwise dispose otherwisedispose (including cancellation of Funded Indebtedness) of any Investment permitted under Section 9.3 8.3 in the Ordinary Course of Business; and (f) grant Permitted LiensPermittedLiens.

Transfer; Merger. No Borrower shallThe Credit Parties shall not, either directly or indirectly, permit a Change in Control, merge, consolidate, sell, transfer, license, lease, encumber or otherwise dispose of all or any part of its property or business or all or any substantial part of its assets, or sell or discount (with or without recourse) any of its Notes (as defined in the UCC), Chattel Paper, Payment Intangibles or Accounts; provided, however, that any Borrower the Credit Parties may: (a) sell or lease Inventory and Equipment in the Ordinary Course of Business; (b) upon not less than three (3) Business Days’ prior written notice to Lender, any Subsidiary of any Borrower may merge with (so long as the applicable Borrower remains the surviving entity), or dissolve or liquidate into, or transfer its property to any Borrower; (c) dispose of used, worn-out or surplus equipment in the Ordinary Course of Business; (d) discount or write-off overdue Accounts for collection in the Ordinary Course of Business; (e) sell or otherwise dispose (including cancellation of Funded Indebtedness) of any Investment permitted under Section 9.3 8.3 in the Ordinary Course of Business; and and (f) grant Permitted Liens.