Permitted Asset Sale means any Asset Sale that is permitted under Section 6.8.
Permitted Asset Sale means so long as all Net Asset Sale Proceeds are contemporaneously remitted to the Collection Account, (a) the sale by Company of Receivables to Holdings pursuant to any repurchase obligations of Holdings under the Asset Purchase Agreement, (b) the sale by the Servicer on behalf of Company of Charged-Off Receivables to any third party in accordance with the Servicing Standard, provided, that such sales are made without representation, warranty or recourse of any kind by Company (other than customary representations regarding title and absence of liens on the Charged-Off Receivables, and the status of Company, due authorization, enforceability, no conflict and no required consents in respect of such sale), (c) the sale by Company of Receivables (x) to Holdings who immediately thereafter sells such Receivables to a special-purpose Subsidiary of Holdings or (y) directly to a special-purpose Subsidiary of Holdings, in either case in connection with a term securitization transaction involving the issuance of securities rated at least investment grade by one or more nationally recognized statistical rating organizations and such Receivables and special-purpose Subsidiary so long as, in either case, (i) the amount received by Company therefore and deposited into the Collection Account is no less than the aggregate Outstanding Principal Balances of such Receivables, (ii) such sale is made without representation, warranty or recourse of any kind by Company (other than customary representations regarding title, absence of liens on the Receivables, status of Company, due authorization, enforceability, no conflict and no required consents in respect of such sale), (iii) the manner in which such Receivables were selected by Company does not adversely affect the Lenders, (iv) the agreement pursuant to which such Receivables were sold to Holdings or such special-purpose Subsidiary, as the case may be, contains an obligation on the part of Holdings or such special-purpose Subsidiary to not file or join in filing any involuntary bankruptcy petition against Company prior to the end of the period that is one year and one day after the payment in full of all Obligations of Company under this Agreement and not to cooperate with or encourage others to file involuntary bankruptcy petitions against Company during the same period, and (v) unless otherwise waived by the Requisite Lenders in accordance with this Agreement, on the Business Day prior to such sale, (A) the Pro Forma 15...
Permitted Asset Sale means the sale by Parent or any of its Subsidiaries of any part of its or their assets as and to the extent permitted under Section 7.4(a) hereof.
Examples of Permitted Asset Sale in a sentence
Once notice of redemption is mailed in accordance with Section 3.3, Securities or portions thereof called for redemption become due and payable on the Redemption Date and at the Redemption Price, provided that if a notice of redemption is given in contemplation of a Permitted Asset Sale and such sale does not occur, then this Section 3.4 shall not be applicable.
All documentation required by the TIA (including, without limitation, Section 314(d) of the TIA), if any, prior to the release of Collateral by Trustee, and, in the event there is to be a substitution of property for the Collateral subject to the Permitted Asset Sale, all documentation required by the TIA to effect the substitution of such new Collateral and to subject such new Collateral to the Lien of the relevant Security Instruments, and all documents required by Section 8.1 hereof.
At the time of any such Permitted Asset Sale hereunder in which the aggregate consideration therefor exceeds $10,000,000, EnergySolutions shall provide the Administrative Agent and the Lenders with projections assuming the consummation of the Permitted Asset Sale and demonstrating pro forma compliance with Section 7.7 hereof for the remaining term of this Agreement.
No Company may sell, assign, lease, transfer or otherwise dispose of any of its assets (including, without limitation, equity interests in any other Company) other than pursuant to a Permitted Asset Sale.
Upon the occurrence of a Change of Control or a Limited Permitted Asset Sale, each Holder of Notes will have the right to require the Company to purchase all or a portion of such Holder’s Notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of purchase, to the extent provided for in the Indenture.
More Definitions of Permitted Asset Sale
Permitted Asset Sale any bona fide sale of any Property of Issuer in an arm's-length transaction to a Person who is not an Affiliate of Issuer, except to the extent permitted by Section 4.20, provided that the gross proceeds payable to Issuer in connection therewith are (i) not less than the Fair Market Value of such Property and (ii) payable solely in cash. INDENTURE (16% Junior Subordinated)
Permitted Asset Sale means, any Asset Sale made, directly or indirectly, by Borrower or any Loan Party which meets each of the following conditions:
Permitted Asset Sale means an Asset Sale which is entered into on the following terms:
Permitted Asset Sale has the meaning assigned to such term in the definition of “Asset Sale”.
Permitted Asset Sale means the sale, transfer or other disposition of (i) inventory, damaged, obsolete or worn out assets, equipment no longer used or useful in the business of the Borrowers or any of the Restricted Subsidiaries, scrap, Cash Equivalents and other assets, in each case sold, transferred or otherwise disposed of in the ordinary course of business, (ii) leases, subleases, licenses and sublicenses of property, (iii) Intellectual Property Rights assigned, licensed or sublicensed (or otherwise transferred, granted or disposed of) in the ordinary course of business (including allowing any Intellectual Property Rights to lapse or go abandoned in the ordinary course of business), (iv) dispositions between or among Excluded Subsidiaries, (v) the sale or discount without recourse of accounts receivable in connection with the compromise thereof or the assignment of past due accounts receivable for collection, (vi) assets on Schedule 6.05, (vii) property that is exchanged for credit against the purchase price of similar replacement property or if an amount equal to the net proceeds of such disposition is promptly applied to the purchase price of such replacement property, (viii) any sale, transfer or other disposition or series of related sales, transfers or other dispositions having a value not in excess of $250,000, (ix) dispositions of cash and Cash Equivalents; (x) transfers of property subject to Recovery Events; (xi) dispositions of Investments in joint ventures or any Subsidiary that is not wholly owned to the extent required by, or made pursuant to, customary buy/sell arrangements between, the joint venture or similar parties set forth in joint venture arrangements and/or similar binding arrangements and (xii) any surrender or waiver of contractual rights or the settlement, release, recovery on or surrender of contractual rights or other claims of any kind.
Permitted Asset Sale means an Asset Sale in which:
(i) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and at least 75% of the consideration received therefor by the Company or such Subsidiary is in the form of cash; provided, however, that the amounts of the following shall be deemed to be cash for purposes of this provision:
(A) any liabilities (as shown on the Company’s most recent consolidated balance sheet or in the notes thereto), of the Company or any Restricted Subsidiary (other than contingent liabilities or liabilities that are by their terms subordinated in right of payment or as to security interests to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability,
(B) any securities, notes or other obligations received by the Company or any such Subsidiary from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received in that conversion), and
(C) any stock or assets received of the Company or any Restricted Subsidiary used to acquire (1) all or substantially all of the assets of, or any Capital Stock of, another Permitted Business if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company and a Guarantor or (2) other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business.
(ii) any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $1.0 million in the aggregate;
(iii) the sale or lease of products, services or accounts receivable by the Company or any Subsidiary in the ordinary course of business and any sale or other disposition of damaged, worn-out, replaced or obsolete assets by the Company or any Restricted Subsidiary in the ordinary course of business;
(iv) the sale or other disposition by the Company or any Restricted Subsidiary of cash or Cash Equivalents;
(v) a transfer of assets by the Company to a Restricted Subsidiary or by a Restricted Subsidiary of the Company or to another Restricted Subsidiary;
(vi) an...
Permitted Asset Sale is defined in Section 8.2.12.