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 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 insured by the United States of America or any agency or instrumentality thereof and as to which ...
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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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Examples of Permitted Brand Disposition in a sentence

  • The Canadian Co-Issuer may enter into transactions with the other Canadian Securitization Entities to the extent permitted by Section 8.13, Section 8.18 and Section 8.21 to the extent necessary or helpful to give effect to the Priority of Payments (as determined by the Canadian Manager in accordance with the applicable Managing Standard) in order to acquire any such proceeds of any Permitted Brand Disposition.

  • 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 (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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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 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 has the meaning set forth in Section 14.17(b) of the Base Indenture.
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Related to Permitted Brand Disposition

  • Permitted Disposition means any of the following:

  • Permitted Dispositions means each of the following:

  • Permitted Asset Disposition means (i) any Asset Disposition permitted by Section 8.5 and (ii) any Excluded Asset Disposition.

  • Permitted Asset Sale means any Asset Sale that is permitted under Section 6.8.

  • Specified Disposition means any disposition of all or substantially all of the assets or Equity Interests of any Subsidiary of the Borrower or any division, business unit, product line or line of business.

  • Permitted Asset Dispositions means the following Asset Dispositions:

  • Qualified disposition means a Disposition or a series of related Dispositions in which the consideration received by the Credit Parties is equal to or greater than $50,000,000.

  • Excluded Asset Disposition means, with respect to any Consolidated Party, any Asset Disposition consisting of (i) the sale, lease, license, transfer or other disposition of inventory or other assets in the ordinary course of such Consolidated Party's business, (ii) the sale, lease, license, transfer or other disposition of Property no longer used or useful in the conduct of such Consolidated Party's business, (iii) any Involuntary Disposition by such Consolidated Party, (iv) any sale, lease, license, transfer or other disposition of Property by such Consolidated Party to any Credit Party, PROVIDED that the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may reasonably request so as to cause the Credit Parties to be in compliance with the terms of Section 7.12 after giving effect to such transaction, (v) any portion of an Asset Disposition by such Consolidated Party constituting a Permitted Investment, (vi) if such Consolidated Party is not a Credit Party, any sale, lease, license, transfer or other disposition of Property by such Consolidated Party to any Consolidated Party that is not a Credit Party, (vii) the sale or disposition of Cash Equivalents for fair market value, (viii) any sale of accounts receivable in connection with the compromise thereof, (ix) the assignment of past due accounts for collection or (x) the licensing of Intellectual Property to third Persons on customary terms as determined by the licensor's board of directors in good faith; PROVIDED, HOWEVER, that the term "Excluded Asset Disposition" shall not include any Asset Disposition to the extent of the portion of the proceeds of such Asset Disposition that would be required under any Junior Financing Documentation to be applied to permanently retire Indebtedness of the Consolidated Parties.

  • Permitted Disposal means any sale, lease, licence, transfer or other disposal:

  • Land disposal means placement in or on the land, except in a corrective action management unit or staging pile, and includes, but is not limited to, placement in a landfill, surface impoundment, waste pile, injection well, land treatment facility, salt dome formation, salt bed formation, underground mine or cave, or placement in a concrete vault, or bunker intended for disposal purposes.

  • Permitted Business Acquisition means any acquisition of all or substantially all the assets of, or all or substantially all the Equity Interests (other than directors’ qualifying shares) not previously held by the Borrower and its Subsidiaries in, or merger, consolidation or amalgamation with, a person or division or line of business of a person (or any subsequent investment made in a person or division or line of business previously acquired in a Permitted Business Acquisition), if immediately after giving effect thereto: (i) no Event of Default under clause (b), (c), (h) or (i) of Section 7.01 shall have occurred and be continuing or would result therefrom, provided, however, that with respect to a proposed acquisition pursuant to an executed acquisition agreement, at the option of the Borrower, the determination of whether such an Event of Default shall exist shall be made solely at the time of the execution of the acquisition agreement related to such Permitted Business Acquisition; (ii) all transactions related thereto shall be consummated in accordance with applicable laws; (iii) with respect to any such acquisition or investment with cash consideration in excess of $50,000,000, the Borrower shall be in Pro Forma Compliance immediately after giving effect to such acquisition or investment and any related transaction; (iv) any acquired or newly formed Subsidiary shall not be liable for any Indebtedness except for Indebtedness permitted by Section 6.01; (v) to the extent required by Section 5.10, any person acquired in such acquisition, if acquired by the Borrower or a Domestic Subsidiary, shall be merged into the Borrower or a Subsidiary Loan Party or become upon consummation of such acquisition a Subsidiary Loan Party; and (vi) the aggregate cash consideration in respect of such acquisitions and investments in assets that are not owned by the Borrower or Subsidiary Loan Parties or in Equity Interests of persons that are not Subsidiary Loan Parties or do not become Subsidiary Loan Parties, in each case upon consummation of such acquisition, shall not exceed the greater of (x) $150,000,000 and (y) 0.05 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period (excluding for purposes of the calculation in this clause (vi), (A) any such assets or Equity Interests that are no longer owned by the Borrower or any of its Subsidiaries and (B) acquisitions and investments made at a time when, immediately after giving effect thereto, the Net Total Leverage Ratio on a Pro Forma Basis would not exceed 3.15 to 1.00, which acquisitions and investments shall be permitted under this clause (vi) without regard to such calculation).

  • Financing Disposition means any sale, transfer, conveyance or other disposition of, or creation or incurrence of any Lien on, property or assets by the Company or any Subsidiary thereof to or in favor of any Special Purpose Entity, or by any Special Purpose Subsidiary, in each case in connection with the Incurrence by a Special Purpose Entity of Indebtedness, or obligations to make payments to the obligor on Indebtedness, which may be secured by a Lien in respect of such property or assets.

  • Collateral Disposition means (i) the sale, lease, transfer or other disposition of the Vessel by the Borrower to any Person (it being understood that a Permitted Chartering Arrangement is not a Collateral Disposition) or the sale of 100% of the Capital Stock of the Borrower or (ii) any Event of Loss of the Vessel.

  • Land disposal facility means the land, buildings and structures, and equipment used for the disposal of radioactive wastes.

  • Final disposition means the burial, interment, cremation, removal from the state, or other disposition of a dead body or fetus.

  • Asset Disposition means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers 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:

  • Major Asset Disposition means the sale or other disposition in one transaction or a series of related transactions of 50% or more of the assets of the Company and its subsidiaries on a consolidated basis; and any specified percentage or portion of the assets of the Company shall be based on fair market value, as determined by a majority of the members of the Incumbent Board;

  • Permitted Sale-Leaseback Transactions means any sale or transfer by the Company or any of its Restricted Subsidiaries of any Principal Property owned by the Company or any of its Restricted Subsidiaries with the intention of taking back a lease thereof; provided, however, that “Permitted Sale-Leaseback Transactions” shall not include any such transaction involving machinery and/or equipment (excluding any lease for a temporary period of not more than thirty-six months with the intent that the use of the subject machinery and/or equipment will be discontinued at or before the expiration of such period) relating to facilities (a) in full operation for more than 180 days as of the date of this Supplemental Indenture and (b) that are material to the business of the Company and its Subsidiaries, taken as a whole, to the extent that the aggregate Attributable Value of the machinery and/or equipment from time to time involved in such transactions (giving effect to payment in full under any such transaction and excluding the Applied Amounts, as defined in the following sentence), plus the amount of obligations and Indebtedness from time to time secured by Liens incurred under Section 6.1(18), exceeds the greater of (i) $1,000 million and (ii) 15.0% of Net Worth as determined at the time of, and immediately after giving effect to, the incurrence of such transactions based on the balance sheet for the end of the most recent quarter for which financial statements are available (such greater amount, the “Applicable Threshold”). For purposes of this definition, “Applied Amounts” means an amount (which may be conclusively determined by the Board of Directors of the Company) equal to the greater of (i) capitalized rent with respect to the applicable machinery and/or equipment and (ii) the fair value of the applicable machinery and/or equipment, that is applied within 180 days of the applicable transaction or transactions to repayment of the Notes or to the repayment of any indebtedness for borrowed money which, in accordance with GAAP, is classified as long-term debt and that is on parity with the Notes.

  • from an Asset Disposition means cash payments received therefrom (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to such properties or assets or received in any other noncash form), in each case net of:

  • Permitted Sale and Leaseback Transaction has the meaning provided in Section 3.02(b).

  • Permitted Business Investments means Investments by the Company or any of its Restricted Subsidiaries in any Unrestricted Subsidiary of the Company or in any Joint Venture, provided that:

  • Permitted Business Investment means any Investment made in the ordinary course of, and of a nature that is or shall have become customary in, the Oil and Gas Business including investments or expenditures for actively exploiting, exploring for, acquiring, developing, producing, processing, gathering, marketing or transporting oil, natural gas or other Hydrocarbons and minerals through agreements, transactions, interests or arrangements which permit one to share risks or costs, comply with regulatory requirements regarding local ownership or satisfy other objectives customarily achieved through the conduct of the Oil and Gas Business jointly with third parties including:

  • Permitted Sale-Leaseback Transaction means a transaction pursuant to which a Credit Party sells an item of equipment to a financial institution and concurrently with such sale (i) leases such item of equipment back from such financial institution and (ii) subleases such item of equipment to a customer of the Credit Party pursuant to a sublease agreement under which such customer obtains an option to purchase such item of equipment at or before the end of such sublease.

  • Permitted Assets means any and all properties or assets that are used or useful in a Permitted Business (including Capital Stock in a Person that is a Restricted Subsidiary and Capital Stock in a Person whose primary business is a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Capital Stock by the Issuer or by a Restricted Subsidiary, but excluding any other securities).

  • Permitted Asset Swap means the concurrent purchase and sale or exchange of assets used or useful in a Similar Business or a combination of such assets and cash, Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person; provided that any cash or Cash Equivalents received in excess of the value of any cash or Cash Equivalents sold or exchanged must be applied in accordance with Section 3.5 hereof.

  • Asset Sale means any direct or indirect sale, issuance, conveyance, assignment, transfer, lease (other than operating leases entered into in the ordinary course of business) or other disposition (including pursuant to any Sale and Lease-Back Transaction), other than to the Company or any of its Restricted Subsidiaries, in any single transaction or series of related transactions of: