Disposition of Assets; Etc. The Company will not, and will not permit any of its Subsidiaries to, sell, lease, license, transfer, assign or otherwise dispose of any of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms, sales of scrap or obsolete material or equipment, the lapse of intellectual property of the Company or any of its Subsidiaries that is no longer useful or material to their business and sales of fixed assets the proceeds of which are used to purchase other property of a similar nature of at least equivalent value within 180 days of such sale, provided, however, that this Section 6.09 shall not (a) prohibit any sale or other transfer of an interest in accounts or notes receivable to a Securitization Entity pursuant to Permitted Securitization Transactions if the aggregate outstanding principal amount of the Indebtedness under all Permitted Securitization Transactions does not exceed $250,000,000, (b) prohibit any sale or other transfer of any asset of the Company or any Subsidiary to the Company or any Subsidiary, (c) prohibit any transaction permitted by Section 6.03 and (d) prohibit any such sale, lease, license, transfer, assignment or other disposition if the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective Date and on or prior to such transaction date shall be less than 40% of the aggregate book value of the Consolidated Total Assets as of the end of the Fiscal Year immediately preceding such transaction and the aggregate amount of businesses, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective Date and on or prior to such transaction date shall be responsible for less than 40% of the consolidated net sales or net income of the Company and its Subsidiaries for the Fiscal Year immediately preceding the date of such transaction, and if immediately after any such transaction, no Default shall exist or shall have occurred and be continuing.
Disposition of Assets; Etc. Without the prior written consent of the Required Banks, sell, lease, license, transfer, assign or otherwise dispose of any Collateral or any of its other business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than (i) inventory sold in the ordinary course of business upon customary credit terms, and (ii) if no Default has occurred and is continuing or would be caused thereby, other sales of assets in aggregate amount not to exceed $15,000,000 in any twelve-month period, provided that in connection with any such sales in excess of $500,000 in aggregate amount since the date of the most recent redetermination of the Borrowing Base all the net proceeds (net only of reasonable and customary fees actually incurred in connection with such sales and of taxes paid or reasonably estimated to be payable as a result thereof), will simultaneously reduce the Borrowing Base by a like amount.
Disposition of Assets; Etc. Sell, lease, license, transfer, assign or otherwise dispose of all or a substantial portion of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms and sales of scrap or obsolete material or equipment.
Disposition of Assets; Etc. The U.S. Borrower will not, and will not permit any of its Subsidiaries to, sell, lease, license, transfer, assign or otherwise dispose of any of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms, sales of scrap or obsolete material or equipment and sales of fixed assets the proceeds of which are used to purchase other property of a similar nature of at least equivalent value within 180 days of such sale, provided, however, that this Section 6.09 shall not prohibit any such sale, lease, license, transfer, assignment or other disposition if (i) the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property disposed of shall be less than, in any fiscal year of the U.S. Borrower, fifteen percent (15%) of the aggregate book value of the Consolidated Total Assets as of the end of the immediately preceding fiscal year, and (ii) immediately after such transaction, no Default shall exist or shall have occurred and be continuing.
Disposition of Assets; Etc. Sell, lease, license, transfer, assign or otherwise dispose of any material portion of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms and sales of scrap or obsolete material or equipment, provided, however, that this Section 6.09 shall not prohibit any such sale, lease, license, transfer, assignment or other disposition if the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property disposed of after the date of this Agreement shall be less than 10% percent of such aggregate book value of the total assets of the Borrower or such Subsidiary, as the case may be and if, immediately before and after such transaction, no Event of Default or Unmatured Default shall exist or shall have occurred and be continuing.
Disposition of Assets; Etc. The Company will not, and will not permit any Subsidiary to, sell, lease, license, transfer, assign or otherwise dispose of any of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than (i) inventory sold in the ordinary course of business upon customary credit terms, which for purposes of this Section 7.6, shall include any sales of inventory by the Company to the New Holland Venture, and sales of obsolete or damaged material or equipment, (ii) the sale of all or part of Ag-Chem Equipment Co. International Co., International Corp, a Virgin Islands corporation, (iii) transfers from one Loan Party to another Loan Party, (iv) intellectual property owned and licensed by the Company in the ordinary course of business, provided that for purposes of this clause (iv) "ordinary course" shall be defined as the ordinary course of business for the Company in the particular geographic region in which such intellectual property is being licensed, (v) transfers of assets from any Loan Party to any subsidiary thereof, irrespective of whether such subsidiary is a Loan Party, so long as the aggregate dollar value of such transfers in any fiscal year does not exceed $5,000,000, (vi) other sales of assets (excluding assets sold in connection with the New Holland Venture) not to exceed $3,000,000 in the aggregate for all Loan Parties during any fiscal year of the Company; provided that so long as any Default or Event of Default shall exist and be continuing, no sales or transfers under clauses (ii), (iii) or (v) above may be made beyond those contracted for at the time of such Default or Event of Default; or (vii) accounts receivable and/or instruments owed to or in favor of a Loan Party that are sold, transferred, and/or assigned in an arms-length transaction for a fair market price by such Loan Party; provided, that no such sale, transfer or assignment shall occur without the consent of the holders of the Notes after the occurrence of an Event of Default; provided, further, that 100% of the proceeds resulting from such sale, transfer or assignment shall be applied toward the satisfaction of the Indebtedness outstanding under the Credit Agreement or the Short Term Credit Agreement or to make a prepayment of the Notes pursuant to Section 2.2(a)."
Disposition of Assets; Etc. Such Borrower will not, and will not permit any Subsidiary to make any Asset Disposition, other than:
(a) inventory sold in the ordinary course of business upon customary credit terms;
(b) the transfer of assets permitted pursuant to Section 6.03;
(c) the disposition of any Hedge Agreement;
(d) the transfer by any Loan Party of its assets to any other Loan Party;
(e) the transfer by any Non-Guarantor Subsidiary of its assets to any Loan Party; provided that in connection with any new transfer, such Loan Party shall not pay more than an amount equal to the fair market value of such assets as determined in good faith at the time of such transfer;
(f) the transfer by any Non-Guarantor Subsidiary of its assets to any other Non-Guarantor Subsidiary;
(g) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrowers or any of their Subsidiaries;
(h) Asset Dispositions in connection with Insurance and Condemnation Events; provided that the requirements of Section 2.15(b) are complied with in connection therewith; and
(i) Asset Dispositions not otherwise permitted pursuant to this Section; provided that (i) at the time of such Asset Disposition, no Unmatured Default or Event of Default shall exist or would result from such Asset Disposition, (ii) such Asset Disposition is made for fair market value, and (iii) the aggregate fair market value of all property disposed of in reliance on this clause (i) shall not exceed $10,000,000 in any Fiscal Year.
Disposition of Assets; Etc. Sell, lease, license, transfer, assign or otherwise dispose of all or a substantial portion of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms and sales of scrap or obsolete material or equipment, provided, however, that this Section 5.2(h) shall not prohibit any such sale, lease, license, transfer, assignment or other disposition if (i) the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property disposed of after the date of this Agreement shall be less than 10% percent of such aggregate book value of the consolidated total assets of the Company and its Subsidiaries, and if, immediately before and after such transaction, no Default or Event of Default shall exist or shall have occurred and be continuing, (ii) such sale, lease, license, transfer, assignment or other disposition is from a Subsidiary to another Subsidiary or from any Subsidiary to the Company, (iii) such sale, lease, license, transfer, assignment or other disposition is for fair market value on arm's length basis and the proceeds thereof are used to pay the Term Loan or the Revolving Credit Loans, provided that any such payments on the Revolving Credit Loans shall also reduce the amount of the Commitment by a like amount, or (iv) the proceeds thereof are used within 30 days of such sale to purchase property of comparable value.
Disposition of Assets; Etc. Sell, lease, license, transfer, assign or otherwise dispose of all or a substantial portion of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory or Receivables sold in the ordinary course of business upon customary credit terms and sales of scrap or obsolete material or equipment.
Disposition of Assets; Etc. Sell, lease, transfer or otherwise dispose of its properties, assets, rights, licenses and franchises to any Person (including without limitation dispositions in exchange for similar assets and properties and commonly referred to as "asset swaps"), except for:
(a) dispositions made in the ordinary course of business, including the disposition, without replacement, of equipment which is obsolete or no longer needed by the Companies in the conduct of their businesses and the replacement of equipment with other equipment of at least equal utility and value', provided that the Agent's or the Lenders' lien upon such newly acquired equipment shall have the same priority as the Agent's or the Lenders' lien upon the replaced equipment subject to any prior liens permitted by Section 7.02(e) and (g);
(b) the disposition by the Companies of additional assets (all of which dispositions may be made free from the liens of the Security Documents); provided, however, that (i) the selling Company or Companies shall have received payment in cash or cash equivalents of at least eighty-five percent (85%) of both gross and net proceeds from such disposition of assets (other than like-kind exchanges under Section 1031 of the Internal Revenue Code), (ii) I 00% of the Adjusted Net Cash Proceeds received by such Companies shall be used in accordance with Section 1.06(c); (iii) no Specified Default shall exist on the date of any such disposition, and immediately after giving effect thereto; (iv) the Borrower shall have provided to the Agent updated Projections through the Expiration Date showing compliance, after giving effect to such disposition, with all of the Borrower's obligations under this Agreement through such date; and (v) such disposition shall have been approved, pursuant to all required corporate or other action, by the Companies and their equityholders and the Agent shall have received satisfactory evidence to such effect.
