Asset Dispositions, etc. The Borrower will not, and will not permit any of its Subsidiaries to, sell, transfer, contribute or otherwise convey, or grant options, warrants or other rights with respect to, all or substantially all of the assets of (a) the Borrower or (b) the Subsidiaries of the Borrower, taken as a whole, except sales of assets between or among the Borrower and Subsidiaries of the Borrower.
Asset Dispositions, etc. The Borrower will not, and will not permit any of its Subsidiaries to, sell, transfer, contribute or otherwise convey, or grant options, warrants or other rights with respect to, any material asset (including the Purchased Vessel, Other Vessels, accounts receivable and capital stock of Principal Subsidiaries) to any Person, except:
(a) sales of assets (including Vessels) so long as at the time of any such sale:
(i) the aggregate net book value of all such assets sold during each Fiscal Year does not exceed an amount equal to the greater of (A) seven point five per cent. (7.5%) of Stockholders’ Equity as at the end of the last Fiscal Quarter, and (B) four hundred million Dollars ($400,000,000); and
(ii) to the extent any asset has a fair market value in excess of fifty million Dollars ($50,000,000), the Borrower or Subsidiary selling such asset receives consideration therefor at least equal to the fair market value thereof (as determined in good faith by (A) in the case of any Vessel, the board of directors of the Borrower and (B) in the case of any other asset, an officer of the Borrower or its board of directors);
(b) sales of capital stock of any Principal Subsidiary of the Borrower so long as a sale of all of the assets of such Subsidiary would be permitted under the foregoing paragraph (a);
(c) sales of capital stock of any Subsidiary other than a Principal Subsidiary;
(d) sales of other assets in the ordinary course of business; and
(e) sales of assets between or among the Borrower and Subsidiaries of the Borrower.
Asset Dispositions, etc. ADT Limited will not, and will not permit any of its Subsidiaries to, sell, transfer, lease, contribute or otherwise convey, or grant options, warrants or other rights with respect to, all or any substantial part of its assets (including accounts receivable, Capital Stock of Subsidiaries of ADT Limited and other Investments) to any Person (an "Asset Sale"), unless
(a) such Asset Sale is permitted by Section 4.2.9; or
(b) such Asset Sale is a Permitted Strategic Sale or Permitted Auction Business Sale; or
(c) with respect to assets other than the Capital Stock of the Borrower and any Intermediate Parent Company
(i) such Asset Sale is in the ordinary course of business; or
(ii) (A) if such Asset Sale consists of the sale or transfer of the Capital Stock of a Subsidiary of ADT Limited, all but not less than all of the Capital Stock of such Subsidiary is so sold or transferred, (B) such Asset Sale is for not less than the Fair Market Value of the assets sold (as determined in good faith by the Board of Directors of ADT Limited or a committee thereof, whose determination shall be evidenced by a certified written resolution of such Board or such committee) and the consideration received by ADT Limited or the relevant Subsidiary in respect of such Asset Sale (other than in connection with a sale or disposition of the Capital Stock of Nu-Swift plc held by ADT Limited on the Effective Date) consists of at least 75% cash (including any cash proceeds received from the sale of securities received in such Asset Sale, provided that at the time of such Asset Sale, ADT Limited or the relevant Subsidiary has entered into a legally binding agreement for the sale of such securities and such securities are sold within sixty days of such Asset Sale), or Cash Equivalent Investments and (C) the net book value of such assets, together with the net book value of all other assets subject to an Asset Sale permitted under this clause (ii) (or clause (c)(ii) of Section 4.2.10 of the ADT Limited Guaranty (as defined in the Existing Credit Facility)) since the Existing Credit Facility Effective Date, does not exceed $130,000,000; or
(d) each party to such Asset Sale is either ADT Limited or a Subsidiary of ADT Limited (other than the Borrower, any Subsidiary Guarantor or any Intermediate Parent Company); or
(e) all parties to such Asset Sale are either the Borrower or a Subsidiary Guarantor.
Asset Dispositions, etc. Each of the Borrower and each Parent Guarantor will not, and will not permit any of their respective Subsidiaries to, sell, transfer, lease, contribute or otherwise convey, or grant options, warrants or other rights with respect to, all or any part of its assets, whether now owned or hereafter acquired (including accounts receivable and Capital Stock of Subsidiaries) to any Person, unless:
(a) such sale, transfer, lease, contribution or conveyance of such assets is (i) in the ordinary course of its business (and does not constitute a sale, transfer, lease, contribution or other conveyance of all or a substantial part of the Borrower's and its Subsidiaries' assets, taken as a whole) or is of obsolete or worn out property, (ii) permitted by Section 7.2.8 or 7.2.14, or (iii) between the Borrower and one of its Subsidiary Guarantors or between Subsidiary Guarantors of the Borrower;
(b) such sale, transfer, lease, contribution or conveyance consists of the sale by the Borrower of third party prescription receivables resulting from the sale of pharmaceutical products to customers covered by third party insurance or payment programs (the "Prescription Receivables") to Pharmacy Fund, in each case pursuant to, and in accordance with the terms of the Rapid Remit Program Documents;
(c) such sale, transfer, lease, contribution or conveyance by (i) the Borrower or any of its Subsidiaries constitutes (A) an Investment permitted under Section 7.2.5 or (B) a Lien permitted under Section 7.2.3 or (ii) any Parent Guarantor constitutes an Investment permitted under clause (b), (c) or (e) of Section 7.2.5; or
(d) (i) such sale, transfer, lease, contribution or conveyance by the Borrower or any of its Subsidiaries of such assets is for fair market value and the consideration consists of no less than 80% in cash (other than assets sold, transferred, leased, contributed or conveyed in an individual amount not to exceed $50,000 and in an aggregate amount not to exceed $500,000 since the Closing Date), (ii) the Net Disposition Proceeds received from such assets, together with the Net Disposition Proceeds of all other assets sold, transferred, leased, contributed or conveyed pursuant to this clause (d) since the Closing Date, does not exceed (individually or in the aggregate) $10,000,000 over the term of this Agreement and (iii) an amount equal to the Net Disposition Proceeds generated from such sale, transfer, lease, contribution or conveyance is applied to prepay the Loans pursua...
Asset Dispositions, etc. Subject to the definition of Change of Control, each of the Borrowers will not, and will not permit any of its respective Subsidiaries to, Dispose -92- of all or any part of its assets, whether now owned or hereafter acquired (including accounts receivable and Capital Securities of Subsidiaries) to any Person, unless
(a) such Disposition is made by WWI or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is (i) in the ordinary course of its business (and does not constitute a Disposition of all or a substantial part of WWI or such Subsidiary's assets) or is of obsolete or worn out property or (ii) permitted by CLAUSE (A) or (B) of SECTION 7.2.8;
(b) (i) such Disposition (other than of Capital Securities) is made by WWI or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is for fair market value and the consideration consists of no less than 75% in cash, (ii) the Net Disposition Proceeds received from such Disposition, together with the Net Disposition Proceeds of all other assets sold, transferred, leased, contributed or conveyed pursuant to this CLAUSE (B) since September 29, 1999, does not exceed (individually or in the aggregate) $20,000,000 over the term of this Agreement and (iii) the Net Disposition Proceeds generated from such Disposition not theretofore reinvested in Qualified Assets in accordance with CLAUSE (B) of SECTION 3.1.1 (with the amount permitted to be so reinvested in Qualified Assets in any event not to exceed $7,500,000 over the term of this Agreement) is applied as Net Disposition Proceeds to prepay the Loans pursuant to the terms of CLAUSE (B) of SECTION 3.1.1 and SECTION 3.1.2; or
(c) such Disposition is made pursuant to a Local Management Plan.
Asset Dispositions, etc. It shall not, and it shall not permit any Relevant Subsidiary to, sell, transfer, lease or otherwise dispose of, or grant options, warrants or other rights with respect to, any of its assets to any Person, unless (a) such Disposition constitutes the sale of Inventory in the ordinary course of business, (b) such Disposition is made to the Borrower, (c) such Disposition involves assets that are not Collateral and the Disposition is to the Ultimate Parent or any Restricted Subsidiary, (d) such Disposition involves a surrender or waiver of arm’s length contractual rights or a settlement, release or surrender of any such contract or other litigation claims by any Obligor or Relevant Subsidiary in the ordinary course of business consistent with past practice, in no event with respect to a right or claim in excess of Cdn.$500,000, (e) such Disposition involves the non-exclusive license, either as licensee or licensor, of intellectual property assets to or from other Persons in the ordinary course of business or a Sale and Leaseback transaction permitted under Section 9.08, (f) such Disposition involves the entry into a Capitalized Lease permitted under clause (c) of Permitted Indebtedness, (g) such Disposition involves the sale or issuance of Capital Stock of the Borrower or Telesonic permitted by Section 9.06 hereof, (h) such Disposition is permitted by Section 9.03 or Section 9.16 or (i) such Disposition (including any Disposition of obsolete, surplus or retired assets made in the ordinary course of business, any Disposition of an interest in a Permitted Joint Venture or any Disposition of the Capital Stock of any Relevant Subsidiary (other than Telesonic) permitted by Section 9.06 hereof), is not otherwise permitted by sub-paragraphs (a) through (h) of this Section 9.04, but taken together with all other Dispositions permitted pursuant to this sub-paragraph (i) shall not be of assets valued in excess of Cdn.$10,000,000 in the aggregate during the term of the Loans and shall not be of assets valued in excess of Cdn.$4,000,000 with respect to any single Disposition permitted pursuant to this sub-paragraph (i) (unless the Administrative Agent shall consent); provided that, upon the occurrence and continuance of a Covenant Trigger Default, no further Dispositions under this sub-paragraph (i) shall be permitted; and provided, further, that upon the occurrence and continuance of a Payment Restriction Default, no further Dispositions under this Section 9.04 shall be ...
Asset Dispositions, etc. The Borrower will, within two Business Days after any Loan Party receives any Net Proceeds of any Asset Disposition, proceeds of any Insurance Recovery or proceeds of condemnation awards aggregating in excess of $250,000 during any period of 12 consecutive months or less (the amount of such proceeds exceeding $250,000 received during any such period are herein called the "Excess Proceeds Amount"), pay to the Administrative Agent, as a prepayment of the Loans, an aggregate amount equal to the Excess Proceeds Amount; provided, however, that no such prepayment will be required if and to the extent that the Excess Proceeds Amount is fully re-invested in productive assets used in the ordinary course of such Loan Party's business within 60 days of the receipt of such Excess Proceeds Amount or, if and to the extent that such Excess Proceeds Amount has been, prior to the expiration of such 60 day period, deposited into a cash collateral account held by the Administrative Agent pursuant to an agreement in form and substance satisfactory to the Administrative Agent, within 120 days of the receipt of such Excess Proceeds Amount; provided, further, however, that the Excess Proceeds Amount (or portion thereof) not so re-invested within 60 days of the receipt thereof shall be deposited into a cash collateral account held by the Administrative Agent pursuant to an agreement in form and substance satisfactory to the Administrative Agent until such time as such amount is either re-invested within 120 days of the receipt thereof or applied to the Loans or other Obligations as provided in this Section 2.7.
Asset Dispositions, etc. The Borrower will not, and will not permit any of its Subsidiaries to, sell, transfer, lease, contribute or otherwise convey, or grant options, warrants or other rights with respect to, all or any part of its assets, whether now owned or hereafter acquired (including accounts receivable and Capital Stock of Subsidiaries) to any Person, unless
(a) such sale, transfer, lease, contribution or conveyance of such assets is (i) in the ordinary course of its business (and does not constitute a sale, transfer, lease, contribution or other conveyance of all or a substantial part of the Borrower's and its Subsidiaries' assets, taken as a whole) or is of obsolete or worn out property, (ii) permitted by Section 7.2.8, or (iii) between the Borrower and one of its Subsidiaries or between Subsidiaries of the Borrower; or
(b) (i) such sale, transfer, lease, contribution or conveyance of such assets is for fair market value and the consideration consists of no less than 80% in cash, (ii) the Net Disposition Proceeds received from such assets, together with the Net Disposition Proceeds of all other assets sold, transferred, leased, contributed or conveyed pursuant to this clause (b) since the Closing Date, does not exceed (individually or in the aggregate) $15,000,000 over the term of this Agreement and (iii) an amount equal to the Net Disposition Proceeds generated from such sale, transfer, lease, contribution or conveyance is applied to prepay the Loans pursuant to the terms of Section 3.1.1 and Section 3.1.2.
Asset Dispositions, etc. Except as expressly permitted under Section 5.8 or Section 5.13, no Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer, undergo a statutory division or otherwise dispose of (whether in one or a series of transactions) any property (including the Stock of any Subsidiary, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing, except:
(a) dispositions in the Ordinary Course of Business to any Person other than an Affiliate of a Loan Party, of (i) Inventory (provided, however, that a sale in the Ordinary Course of Business will not include a transfer in total or partial satisfaction of any liabilities) or (ii) worn-out or surplus Equipment having a book value not exceeding $10,000,000 in the aggregate in any Fiscal Year as to all Loan Parties and subject to the provisions of Section 2.2(b)(ii);
(b) dispositions not otherwise permitted hereunder which are made for fair market value and the mandatory prepayment in the amount of net proceeds of such disposition is made if and to the extent required by Section 2.2(b); provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 100% of the aggregate consideration for such disposition shall be paid in cash, and (iii) the aggregate fair market value of all assets so sold by the Loan Parties and their Subsidiaries, together, shall not exceed in any Fiscal Year $10,000,000;
(c) (i) dispositions of Cash Equivalents in the Ordinary Course of Business made to a Person that is not an Affiliate of any Loan Party and (ii) conversions of Cash Equivalents into cash or other Cash Equivalents; and
(d) dispositions from (i) a Loan Party to a Loan Party or (ii) from a non-Loan Party Subsidiary to another non-Loan Party Subsidiary.
Asset Dispositions, etc. The Borrower will not sell, transfer, lease, contribute or otherwise convey, or grant options, warrants or other rights with respect to, all or any substantial part of its assets to any Person other than in the ordinary course of business and other than the disposal of damaged or obsolete property if such property is no longer necessary for the operation of the Borrower's business.
