Dispositions of Assets or Subsidiaries. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries to, dispose of (including pursuant to any sale and leaseback transaction), voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests or other equity interests of a Subsidiary of such Loan Party), except:
(a) transactions involving the sale of inventory or lease or sublease of real property in the ordinary course of business;
(b) any Disposition of obsolete or worn-out assets in the ordinary course of business that are no longer necessary or required in the conduct of such Loan Party’s or such Subsidiary’s business;
(c) any Disposition of assets by any Loan Party or any Subsidiary of any Loan Party to any Loan Party, so long as such sold or transferred assets are subject to the Administrative Agent’s Prior Security Interest therein or, if any such asset is expressly excluded from the Collateral pursuant to Section 2.3 of the Security Agreement or otherwise, such asset is sold or transferred to a Loan Party all of whose Equity Interest is subject to the Administrative Agent’s Prior Security Interest;
(d) any Disposition of assets among non-Loan Party Subsidiaries to the extent permitted under Section 7.7;
(e) any Disposition permitted under Section 7.6;
(f) any Disposition of Cash Equivalents;
(g) sales, transfers or other dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business consistent with past practices;
(h) termination of any Hedge Agreement;
(i) sales, transfers, leases or other Disposition of telecommunications transmission capacity in the ordinary course of business that do not involve the transfer of ownership of the underlying means of transmission and tower rights in the ordinary course of business;
(j) licenses of intellectual property rights in the ordinary course of business and substantially consistent with past practice so long as such licenses is no longer necessary in the conduct of any Loan Party’s business; and
(k) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.8; provided that (i) at the time of such Disposition, no Default or Event of Default sha...
Dispositions of Assets or Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of the Borrower) (each, a “Disposition”), except:
(a) Dispositions of obsolete or worn out property or property no longer useful in the business of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, in the ordinary course of business;
(b) Dispositions of Collateral to the extent that no such Disposition results in a Collateral Shortfall at any time;
(c) Dispositions of Investments held in the Borrower’s investment portfolio (including Investments in Subsidiaries and Joint Ventures, either held directly or indirectly by the Borrower, but excluding the Collateral) in the ordinary course of business;
(d) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property;
(e) Dispositions of property for fair market value;
(f) Leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries;
(g) Transfers of property subject to casualty events upon receipt of the insurance payments with respect to such casualty events;
(h) Sales or discounts without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; and
(i) Dispositions by any Subsidiary of the Borrower to the Borrower or another Subsidiary of the Borrower.
Dispositions of Assets or Subsidiaries. Holdings shall not, and shall not permit any of its Material Subsidiaries to, sell, convey, assign, lease, abandon, or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including by sale, assignment, discount, or other disposition of accounts, contract rights, chattel paper, equipment, or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of Holdings), except:
(i) transactions involving the sale of inventory, if any, in the ordinary course of business;
(ii) any sale, transfer, or lease of assets, including any sale of investment assets, in the ordinary course of business which are no longer necessary or required in the conduct of Holdings’ or such Subsidiary’s business or which are incidental to the management of Holdings’ or its Subsidiary’s investment portfolio in a manner consistent with past practices;
(iii) any sale, transfer, lease or assignment of assets or novation of rights by any wholly owned Subsidiary of Holdings to Holdings or any Material Subsidiary;
(iv) any sale, transfer or lease of assets in the ordinary course of business which are replaced by reasonably equivalent substitute assets; or
(v) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (iv) above, provided that (A) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, and (B) the aggregate value of all assets so sold by (x) Holdings shall not exceed in any fiscal year fifteen percent (15%) of the consolidated tangible net worth of Holdings and its Subsidiaries or (y) any Material Subsidiary in any fiscal year shall not exceed a material portion of such Material Subsidiary’s tangible net worth.
Dispositions of Assets or Subsidiaries. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of such Loan Party and including Sale-Leasebacks), except:
(i) transactions involving the sale of inventory in the ordinary course of business;
(ii) any sale, transfer or lease of assets in the ordinary course of business which are no longer necessary or required in the conduct of such Loan Party’s or such Subsidiary’s business;
(iii) any sale, transfer or lease of assets by any wholly owned Subsidiary of such Loan Party to another Loan Party;
(iv) any sale, transfer or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased;
(v) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (iv) above, provided that (A) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, and (B) the aggregate value of all assets so sold by the Loan Parties and their Subsidiaries shall not exceed in any fiscal year $15,000,000.
Dispositions of Assets or Subsidiaries. None of the Loan Parties shall sell, convey, assign, lease, sell and leaseback, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of Accounts, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of such Loan Party) or grant options or rights of first refusal in its assets, except:
(i) transactions involving the sale of inventory in the ordinary course of business;
(ii) any sale, transfer or lease of assets in the ordinary course of business which are no longer necessary or required in the conduct of such Loan Party's business;
(iii) any sale, transfer or lease of assets by any Loan Party to another Loan Party;
(iv) any sale, transfer or lease of assets, so long as (A) within two hundred and seventy (270) days following any such sale, transfer or lease, the assets that were the subject thereof are replaced by or subject to contractual obligation for the replacement by, substitute, replacement or other assets of the type used in any Loan Party's business, and (B) all such substitute assets are subject to the Collateral Trustee's Prior Security Interest for the benefit of the Secured Parties to the extent such substitute assets are not identified on Schedule 8.1.14; provided that the fair market value of all assets sold, transferred or leased under this clause in any given fiscal year shall not exceed $250,000,000 (for purposes of this Section, so long as an option or right of first refusal is in effect with respect to certain assets, it shall be treated as a disposition on the date that the option or right of first refusal is granted);
(v) any sale of Accounts or contracts giving rise to Accounts pursuant to the Permitted Receivables Financing by the Securitization Subsidiary, provided that at the time of any such sale no Event of Default shall exist or shall result from such sale after giving effect thereto;
(vi) any sale of Accounts arising from the export outside of the U.S. of goods or services by any Loan Party, provided that at the time of any such sale, no Event of Default or Potential Default shall exist or shall result from such sale after giving effect thereto;
(vii) any lease, sublease or license of assets (with a Loan Party as the lessor, sublessor or licensor) in the ordinary...
Dispositions of Assets or Subsidiaries. Excluding the payment of cash as consideration for assets purchased by, or services rendered to, the Borrower or any Subsidiary, neither the Borrower nor any of its Subsidiaries shall sell, convey, assign, lease, or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including but not limited to sale, assignment, discount or other disposition of Receivables, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares or beneficial interests or partnership interests in Subsidiaries), except:
(i) any sale, transfer or disposition of surplus, obsolete or worn out assets of the Borrower or a Subsidiary;
(ii) any sale, transfer or lease of Inventory by the Borrower or any Subsidiary of the Borrower in the ordinary course of business;
(iii) any sale, transfer or lease of assets by any Subsidiary of the Borrower to the Borrower or any other Subsidiary of the Borrower or by the Borrower to any Subsidiary of the Borrower; or
(iv) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (iii) above, which in any one sale, transfer or lease of assets, or in any number of sales, transfers or leases of assets occurring in any consecutive twelve month period, involves the sale, transfer or lease of assets having a book value of not more than $25,000,000 (measured with respect to a series of sales, transfers or leases of assets on the day of the first sale).
Dispositions of Assets or Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to make any Asset Disposition, except Asset Dispositions where the Disposition Value of the property subject to such Asset Disposition, together with the aggregate Disposition Value of all property of the Company and its Subsidiaries that was subject of an Asset Disposition during the then current fiscal year of the Company, would not exceed ten percent (10.0%) of Consolidated Net Tangible Assets determined as of the end of the then most recently ended fiscal year of the Company; provided that, immediately after giving effect to such Asset Disposition, no Default or Event of Default would exist.
Dispositions of Assets or Subsidiaries. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible, (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles, with or without recourse, or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of such Loan Party), except:
(a) transactions involving the sale of inventory in the ordinary course of business;
(b) any sale, transfer or lease of properties or assets in the ordinary course of business which are no longer necessary or required in the conduct of such Loan Party’s or its Subsidiary’s business;
(c) subject to Section 6.08, any sale, transfer or lease of properties or assets by any Loan Party or its Subsidiary to a Loan Party or to another Subsidiary;
(d) any sale, transfer or lease of properties or assets in the ordinary course of business which are replaced by substitute properties or assets acquired or leased and not otherwise prohibited by the terms of this Agreement;
(e) transfers and dispositions of cash and cash equivalents as consideration for a transaction permitted by the terms of this Agreement;
(f) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Subsidiary;
(g) the termination of Swap Agreements permitted by Section 6.01(f);
(h) transactions permitted under Section 6.06, transactions constituting Restricted Payments made pursuant to and in accordance with the provisions of Section 6.05, and transactions constituting investments permitted under Section 6.04;
(i) forgiveness or discounting, on a non-recourse basis and in the ordinary course of business, of past due accounts in connection with the collection or compromise thereof or the settlement of delinquent accounts or in connection with the bankruptcy or reorganization of suppliers or customers;
(j) the abandonment of intellectual property rights which, in the reasonable good faith determination of the Borrower, are no longer used or useful to the business of any Loan Party or their respective Subsidiaries;
(k) sales or disposals or Equity Interests of any Foreign Subsidiary in order to qualify a...
Dispositions of Assets or Subsidiaries. The Borrower shall not, and shall not permit ADS Corporativo to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of the Borrower), except:
(i) transactions involving the sale of inventory in the ordinary course of business;
(ii) any disposal of damaged, obsolete, worn out or surplus assets or any sale, transfer or lease of assets in the ordinary course of business which are no longer necessary or required in the conduct of the Borrower’s or ADS Corporativo’s business;
(iii) any sale, transfer or lease of assets by the Borrower or ADS Corporativo to ADS or ADS’ Subsidiaries;
(iv) Transfers to Subsidiaries and Joint Ventures which are investments permitted by clause (vi) or (vii) of Section 8.2.4 [Loans and Investments];
(v) any sale, transfer or lease of assets in the ordinary course of business which are replaced by substitute assets;
(vi) any disposition of real property to a governmental authority;
(vii) the abandonment, cancellation or other disposition of intellectual property that is not material or is no longer used or useful in any material respect in the operation of the Borrower and ADS Corporativo;
(viii) the sale or discount, in each case without recourse and in the ordinary course of business, of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivables);
(ix) [intentionally omitted]; and
(x) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (ix) above, so long as (a) such disposition is for not less than fair market value, (b) the aggregate fair market value of such assets sold, leased, transferred or otherwise disposed of in any fiscal year (other than those specifically excepted pursuant to clauses (i) through (ix) above) does not exceed $2,000,000.
Dispositions of Assets or Subsidiaries. The Borrowers shall not, and shall not permit any of their Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of Capital Stock, shares of beneficial interest or partnership interests of a Subsidiary of any Borrower), except:
(i) transactions involving the sale of inventory in the ordinary course of business;
(ii) any sale, transfer or lease of assets in the ordinary course of business which are no longer necessary or required in the conduct of any Borrower’s or such Subsidiary’s business;
(iii) any sale, transfer or lease of assets by (a) any Subsidiary of a Borrower to such Borrower or another Loan Party or (b) any non-Loan Party Subsidiary to another non-Loan Party Subsidiary;
(iv) any sale, transfer or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased; provided such substitute assets are subject to the Banks’ Prior Security Interest to the extent such substitute assets are required to become Collateral hereunder or under any of the Loan Documents;
(v) any sale, transfer or lease of assets constituting all or a portion of the TAS Business (including, without limitation, any Specified TAS Business Unit); provided that (x) such sale, transfer or lease is made for fair market value, (y) at least 75% of the NAI-0000000000v6 consideration received therefor is in the form of cash or Cash Equivalents and (z) no Event of Default or Potential Default exists at the time of any such sale, transfer or lease or will result therefrom; provided further that, other than with respect to any sale, transfer or lease of assets constituting all or a portion of any Specified TAS Business Unit, the Required Banks shall have approved amendments to the covenants set forth in Sections 8.2.15, 8.2.16 and 8.2.17 after giving effect to such sale, transfer or lease;
(vi) (a) the Payment Discount Arrangements and (b) sales of accounts receivable and Related Assets pursuant to a Specified Payment Discount Arrangement; provided, that in the case of this clause (b), (x) the aggregate outstanding purchase price of all such accounts receivable and Related Assets sold pursuant to all Specified Payment Discount Arrangements shall not exceed $90,00...