Permitted Brand Disposition definition

Permitted Brand Disposition means (other than pursuant to clause (xii) of the definition of “Permitted Asset Disposition”) any sale, transfer, lease, license, liquidation or other disposition of the U.S. or Canadian operations of one or more of the Driven Securitization Brands as well as any Future Brand (whether by means of a single transaction or a series of related transactions), including related assets or any Equity Interests of a related Securitization Entity (the “Disposed Brand Assets”) and any related license, sale, transfer or other disposition of the related Securitization IP (the “Disposed Brand IP”), executed in accordance with the applicable Managing Standard and subject to the satisfaction of the following conditions precedent:
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Permitted Brand Disposition. “Future Brand IP” has the meaning specified in the definition of “Permitted Brand Disposition”. “Future Securitization Entity” means any entity that becomes a direct or indirect wholly owned Subsidiary of Funding Holdco or Canadian Funding Holdco, any Co-Issuer or Franchisor Holdco after the Series 2018-1 Closing Date in accordance with and as permitted under the Transaction Documents and is designated by the applicable Manager as a “Future Securitization Entity” pursuant to Section 8.30 of the Base Indenture. “FX Agent” means Citibank, N.A. or any successor FX Agent appointed pursuant to Section 14.19. “FX Exchange Report” has the meaning set forth in Section 4.1(b) of the Base Indenture “GAAP” means the generally accepted accounting principles in the United States promulgated or adopted by the Financial Accounting Standards Board and its predecessors and successors in effect from time to time; provided that, for purposes of computing each of the Driven Brands Leverage Ratio and the Senior Leverage Ratio (including any financial and accounting terms included in the components thereof), GAAP shall mean generally accepted accounting principles in the United States promulgated or adopted by the Financial Accounting Standards Board and its predecessors and successors in effect on the Series 2015-1 Closing Date. “Go! Glass Brand” means the Go Glass® name and Go Glass Trademarks, including the Go Glass & Accessories® Trademarks, whether alone or in combination with other words or symbols, and any variations or derivatives of any of the foregoing (but excluding any other Driven Securitization Brand). “Go! Glass Franchisor” means Go Glass Franchisor SPV LP, a newly formed special purpose Ontario limited partnership. “Go! Glass Franchisor GP” means Go Glass Franchisor SPV GP Corporation, a special purpose Canadian corporation and a direct, wholly-owned subsidiary of the Canadian Co-Issuer, and the general partner of Go! Glass Franchisor. “Governmental Authority” means the government of the United States of America, Canada, any other nation or any political subdivision of the foregoing, whether state, provincial, territorial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. “Government Securities” means readily marketable obligations issued or directly and fully guaranteed or i...
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Permitted Brand Disposition has the meaning set forth in Section 14.17(b) of the Base Indenture.
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Examples of Permitted Brand Disposition in a sentence

  • The Manager (acting on behalf of the Securitization Entities), in accordance with Section 8.16 of the Base Indenture and the Managing Standard, may dispose of property of the Securitization Entities from time to time pursuant to a Permitted Asset Disposition or a Permitted Brand Disposition.


More Definitions of Permitted Brand Disposition

Permitted Brand Disposition means (other than pursuant to clause (xiii) of the definition of “Permitted Asset Disposition”) any sale, transfer, lease, license, liquidation or other disposition of one or more of the Driven Securitization Brands (whether by means of a single transaction or a series of related transactions), including related assets or any Equity Interests of a related Securitization Entity (the “Disposed Brand Assets”) and any related license, sale, transfer or other disposition of the related Securitization IP (the “Disposed Brand IP”), subject to the satisfaction of the following conditions precedent:
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Permitted Brand Disposition means any sale, transfer, lease, license, liquidation or other disposition of one or more of the FOCUS Franchise Brands (whether by means of a single transaction or a series of related transactions), including related assets or any Equity Interests of a related Securitization Entity (the “Disposed Brand Assets”) and any related license, sale, transfer or other disposition of the related Securitization IP (the “Disposed Brand IP”), subject to the satisfaction of the following conditions precedent:
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Permitted Brand Disposition. “Disqualified Stock” means, with respect to any person, any Equity Interests of such person that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Equity Interests other than Disqualified Stock), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior or concurrent repayment in full of and the termination of commitments under Parent’s primary senior credit facility), (b) is redeemable at the option of the holder thereof (other than solely for Equity Interests other than Disqualified Stock), in whole or in part, (c) provides for the scheduled payment of dividends in cash or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Stock, in each case, prior to the date that is ninety-one (91) days after the latest maturity date in effect under Parent’s primary senior credit facility at the time of issuance thereof (provided, that only the portion of the Equity Interests that so mature or are mandatorily redeemable, are so convertible or exchangeable or are so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock). Notwithstanding the foregoing: (i) any Equity Interests issued to any
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Permitted Brand Disposition means (other than pursuant to clause (xii) of the definition of “Permitted Asset Disposition”) any sale, transfer, lease, license, liquidation or other disposition of the U.S. or Canadian operations of one or more of the Driven Securitization Brands as well as any Future Brand (whether by means of a single transaction or a series of related transactions), including related assets or any Equity Interests of a related Securitization Entity (the “Disposed Brand Assets”) and any related license, sale, transfer or other disposition of the related Securitization IP (the “Disposed Brand IP”), executed in accordance with the applicable Managing Standard and subject to the satisfaction of the following conditions precedent: (a) the applicable Manager, on behalf of the applicable Co-Issuer, will have provided the Control Party and the Trustee with at least thirty (30) days’ prior written notice thereof; (b) no Event of Default or Rapid Amortization Period shall have occurred and be continuing or would result from such Permitted Brand Disposition; (c) after giving effect to such Permitted Brand Disposition and the related mandatory prepayment of the Notes, the DSCR calculated on a pro forma basis as of the immediately preceding Quarterly Calculation Date (x) would have been equal to or greater than the DSCR as of the immediately preceding Quarterly Calculation Date without giving effect to such Permitted Brand Disposition and (y) would be greater than or equal to 2.00:1.00; (d) the sum of the Allocated Amount of the Disposed Brand Assets and the related Disposed Brand IP in connection with such Permitted Brand Disposition and the Allocated Amounts of all other Disposed Brand Assets and Disposed Brand IP disposed of since the Series 2015-1 Closing Date would not exceed 50% of the sum of the aggregate Allocated Amounts on the Series 2015-1 Closing Date and the aggregate Allocated Amounts of all Future Brands and related assets (“Future Brand Assets”) and related intellectual property (“Future Brand IP”) on the respective date(s) on which each of such Future Brands were added to the Collateral; (e) the applicable Co-Issuer or the other relevant Securitization Entity deposits an amount equal to the Release Price for such Disposed Brand Assets and the related Disposed Brand IP into the applicable Collection Account for allocation in accordance with priority (i) of the Priority of Payments; and (f) with respect to any Driven Securitization Brand that operates in both the U...
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Related to Permitted Brand Disposition

  • Permitted Dispositions means each of the following:

  • Permitted Asset Disposition as long as: (x) no Default or Event of Default exists (provided that, in the case of clauses (a) and (c) only, such Asset Dispositions will continue to be permitted unless Agent has given Borrower Agent notice otherwise), and (y) in the case of clauses (a) and (c) only, all Net Proceeds are remitted to a Dominion Account, an Asset Disposition that is: (a) a sale of Inventory in the Ordinary Course of Business; (b) a disposition of Equipment that, in the aggregate during any 12 month period, has a fair market or book value (whichever is more) of $10,000,000 or less; (c) a disposition of Inventory that is obsolete, unmerchantable or otherwise unsalable in the Ordinary Course of Business; (d) termination of a lease of real or personal Property that is not necessary for the Ordinary Course of Business, could not reasonably be expected to have a Material Adverse Effect and does not result from an Obligor’s default; (e) a disposition of Property (other than any Collateral) that is exchanged for credit against the purchase price of similar replacement property, (f) a transfer of Property by: (i) a Borrower to another Borrower; (ii) a Guarantor to another Guarantor; or (iii) a Guarantor to a Borrower; (g) a sale of Property in one transaction, the proceeds of which will be used to satisfy and discharge or make arrangements for the satisfaction and discharge or prepayment of Clearwater’s obligations under the Retained Obligation Agreement so long as: (i) the aggregate fair market or book value (whichever is more) of all Collateral sold in such transaction does not exceed $10,000,000; (ii) such transaction could not reasonably be expected to have a Material Adverse Effect; (iii) Borrowers remit to Agent for application to the Obligations an amount equal to the fair market or book value (whichever is more) of all Collateral sold in such transaction; (iv) not later than thirty (30) days prior to the anticipated closing date of such transaction, Borrowers shall have provided the Agent with written notice of such proposed transaction; (v) the proceeds of the proposed transaction which can be allocated to the Collateral being sold in such transaction exceed the amount of the Borrowing Base attributable to such Collateral; and (vi) not later than 15 Business Days prior to the anticipated closing date of such transaction, Borrowers shall have provided the Agent with copies of the sale agreement and other material documents relative to such transaction, which agreement and documents must be reasonably acceptable to Agent; (h) a transfer of Property by Clearwater to Retainco prior to the “Distribution” (as defined in the Separation Agreement) in accordance with the terms of the Spin-Off Documents; (i) a distribution of Retainco to Potlatch in accordance with the terms of the Spin-Off Documents; or (j) approved in writing by Agent and Required Lenders.

  • Permitted Asset Swap means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between Holdings or a Restricted Subsidiary and another Person; provided that any cash or Cash Equivalents received must be applied in accordance with Section 10.4.

  • Asset Sale means any sale, lease, transfer, issuance or other disposition (or series of related sales, leases, transfers, issuances or dispositions) by the Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a "disposition"), of