Sale of Stock and Assets. No Credit Party shall convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary's capital Stock to any Person other than Borrower or any wholly-owned Subsidiary, except:
(i) The sale, lease or other disposition of Inventory, Equipment and leases in the ordinary course of business (consistent with past practice, in the case of sales of leases), other than obsolete or worn out property;
(ii) the sale or other disposition of obsolete or worn out property in the ordinary course of business for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes;
(iii) other sales or dispositions of assets not described in the preceding clauses (i) and (ii) for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; provided, that the aggregate book value of all assets so sold in any Fiscal Year shall not exceed $5,000,000;
(iv) the lease by Borrower and its Subsidiaries (as lessee) and license of real or personal property in the ordinary course of business (so long as such lease is not a Capital Lease not otherwise permitted by Section 6.3);
(v) the investments, acquisitions and transfers or dispositions of properties permitted pursuant to Section 6.2;
(vi) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof;
(vii) as permitted by either of Sections 6.1 and 6.12;
(viii) the sales, transfer, conveyance or other disposition of Real Estate by a Credit Party;
(ix) the sale or issuance of any Subsidiary's capital Stock to the Borrower or any wholly-owned Subsidiary; and
(x) dispositions of property to Borrower or to any wholly-owned Subsidiary. To the extent Requisite Lenders (or, if required pursuant to Section 11.2, all of the Lenders) waive the provisions of this Section 6.8 with respect to the sale or other disposition of any Collateral, or any Collateral is sold or otherwise disposed of as permitted by this Section 6.8, such Collateral (unless sold to another Credit Party) shall be sold or otherwise disposed of free and clear of the Liens created by the Security Agreement, and the Agent shall be authorized to take any actions deemed a...
Sale of Stock and Assets. The Seller shall not sell, transfer, convey, assign or otherwise dispose of, or assign any right to receive income in respect of, any of its properties or other assets, including its capital Stock (whether in a public or a private offering or otherwise), any Transferred Receivable or Contract therefor or any of its rights with respect to any Lockbox or any Lockbox Account, the Collection Account, the Retention Account or any other deposit account in which any Collections of any Transferred Receivable are deposited except as otherwise expressly permitted by this Agreement or any of the other Related Documents.
Sale of Stock and Assets. The Borrower shall not sell, transfer, convey, assign or otherwise dispose of, or assign any right to receive income in respect of, any of its properties or other assets or any of its Stock (whether in a public or a private offering or otherwise), any Transferred Receivable or Contract therefor or any of its rights with respect to any Lockbox or any Account except as otherwise expressly permitted by this Agreement or any of the other Related Documents.
Sale of Stock and Assets. No Loan Party shall sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts, other than (a) the sale of Inventory in the ordinary course of business, and (b) the sale, transfer, conveyance or other disposition by a Credit Party of Equipment and Fixtures that are obsolete or no longer used or useful in such Credit Party's business and having a sales price not exceeding $100,000 in any single transaction or $250,000 in the aggregate in any Fiscal Year; and (c) other Equipment and Fixtures having a value not exceeding $100,000 in any single transaction or $250,000 in the aggregate in any Fiscal Year. With respect to any disposition of assets or other properties permitted pursuant to clauses (b) and (c) above, subject to Section 1.3(b), Agent agrees on reasonable prior written notice to release its Lien on such assets or other properties in order to permit the applicable Loan Party to effect such disposition and shall execute and deliver to Borrowers, at Borrowers' expense, appropriate UCC-3 termination statements and other releases as reasonably requested by Borrowers.
Sale of Stock and Assets. No Credit Party shall sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts, other than (a) the sale of Inventory in the ordinary course of business, and (b) the sale, transfer, conveyance or other disposition by a Credit Party of Equipment, Fixtures or Real Estate that are obsolete or no longer used or useful in such Credit Party's business and having an appraised value not exceeding $100,000 in any single transaction or $500,000 in the aggregate in any Fiscal Year. With respect to any disposition of assets or other properties permitted pursuant to clause (b) above, subject to Section 1.3(b), Agent agrees on reasonable prior written notice to release its Lien on such assets or other properties in order to permit the applicable Credit Party to effect such disposition and shall execute and deliver to Borrower, at Borrower's expense, appropriate UCC-3 termination statements and other releases as reasonably requested by Borrower.
Sale of Stock and Assets. No SAVVIS Party shall sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) other than (a) the sale of Inventory in the ordinary course of business, (b) the sale, transfer, conveyance or other disposition by a SAVVIS Party of Equipment (excluding, however, the Leased Equipment) or Fixtures that are no longer used or useful in such SAVVIS Party’s business provided that, with respect to any dispositions of assets or properties permitted pursuant to this clause (b), the aggregate amount of all such dispositions of Equipment and Fixtures not located as of the Execution Date in any of Lessee’s warehouses and currently scheduled for sale as obsolete or no longer used or useful in such SAVVIS Party’s business shall not exceed $1,000,000, (c) so long as no Default or Event of Default then exists or would occur after giving effect thereto, Asset Dispositions of property acquired as part of the C&W Transaction not to exceed two-thirds (2/3) of the book value of the property acquired as part of the C&W Transaction (it being represented by Lessee that the assets subject to the C&W Sale/Leaseback Transactions were acquired as part of the C&W Transaction) in an amount, inclusive of sale/leaseback transactions, not to exceed, from the Effective Date through the Termination Date, Fifty Million Dollars ($50,000,000) (such $50 million being exclusive of the C&W Sale/Leaseback Transactions) and (d) so long as no Default or Event of Default then exists or would occur after giving effect thereto, Asset Dispositions of properties or other assets acquired as part of a Permitted Transaction, provided that (i) any Asset Dispositions pursuant to the foregoing clause (c) or clause (d) shall not adversely impact the operation of the business of Lessee or the other Credit Parties or of the business acquired pursuant to the C&W Transaction; (ii) proceeds of any and all Asset Dispositions shall be used by the seller thereof for its working capital and shall not in any event be used directly or indirectly for the payment or repayment of any indebtedness or to retire or pay dividends in respect of any equity issuance (other than, at the election of Lessee, the Obligations owing to Lessors and Agent hereunder); (iii) shall not include the Stock of any Credit Party and (iv) shall not be to an Affiliate of any SAVVIS Party. The proceeds of any Asset ...
Sale of Stock and Assets. Except as otherwise permitted in this Section 6, no Credit Party shall sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) (other than to another Credit Party) or any of its Accounts, other than:
(a) the sale of Inventory in the ordinary course of business;
(b) the sale, transfer, conveyance or other disposition by a Credit Party of Equipment, Fixtures or Real Estate that are obsolete or no longer used or useful in such Credit Party’s business and having a sales price not exceeding $1,000,000 in any single transaction or $3,000,000 in the aggregate in any Fiscal Year;
(c) other Equipment and Fixtures having a value not exceeding $500,000 in any single transaction or $1,500,000 in the aggregate in any Fiscal Year;
(d) those certain transactions described in Disclosure Schedule (6.8(d));
(e) sales or other dispositions by any Borrower of assets in connection with the closing and sale (or subleasing) of a retail store location of such Borrower in the ordinary course of such Borrower’s business which consist of the sale of Real Estate owned as listed on Disclosure Schedule (3.6(a)) hereto or any Minor Lease Interest (including the subleasing of the leasehold interest of such Borrower in such premises other than as identified in clause (f) below, but subject to the requirements of such clause (f)), the bulk sale of Inventory, Equipment and Fixtures located at such premises to the purchaser of the Real Estate and the books and records relating exclusively and directly to the operations of such store; provided, that, as to each and all such sales and closings:
(i) on the date of, and after giving effect to, any such closing and sale, the number of retail store locations that had been operated by Borrowers closed and sold by Borrowers shall not be greater than (x) three (3) retail store locations during the period commencing on the date hereof and ending on the end of the current fiscal year and (y) thereafter, in any twelve (12) month period, five percent (5%) of the total number of retail stores operated by Borrowers as of the end of the immediately preceding fiscal year;
(ii) Agent shall have received not less than ten (10) Business Days prior written notice of such sale and closing, which notice shall set forth in reasonable detail reasonably satisfactory to Agent, the parties to such sale or other disposition, the a...
Sale of Stock and Assets. No Credit Party shall, or shall permit any of its Subsidiaries to, sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including the capital Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of their Accounts, other than (a) the sale of Inventory in the ordinary course of business, and (b) the sale, transfer, conveyance or other disposition by a Credit Party of Equipment, Fixtures or Real Estate that are obsolete or no longer used or useful in such Credit Party's business and having a value not exceeding $250,000 in any single transaction or $500,000 in the aggregate in any Fiscal Year and (c) other Equipment and Fixtures having a value not exceeding $100,000 in any single transaction or $250,000 in the aggregate in any Fiscal Year; provided that the consideration received in any such sale under clause (b) or clause (c) above, shall be in an amount equal to at least the fair market value thereof, shall be paid solely in cash and shall be deposited directly into the Concentration Account upon receipt to be applied to the Obligations in accordance with Annex C. With respect to any disposition of assets or other properties permitted pursuant to clause (b) and clause (c) above, Agent agrees on reasonable prior written notice to release its Lien on such assets or other properties in order to permit the applicable Credit Party to effect such disposition and shall execute and deliver to Borrower, at Borrower's expense, appropriate UCC-3 termination statements and other releases as reasonably requested by Borrower.
Sale of Stock and Assets. No Credit Party shall sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts, other than (a) the sale of Inventory in the ordinary course of business, (b) the sale, transfer, conveyance or other disposition by a Credit Party of Equipment, Fixtures and Real Estate that are obsolete or no longer used or useful in such Credit Party’s business and having a book value not exceeding $500,000 in the aggregate in any Fiscal Year, (c) the sale, transfer, conveyance or other disposition of other Equipment and Fixtures having a value not exceeding $500,000 in the aggregate in any Fiscal Year, (d) assets acquired as part of a Permitted Acquisition and designated for disposition in a written notice to Agent when acquired as long as such assets are disposed of within one year after being acquired in such Permitted Acquisition, (e) Permitted Asset Sales as long as the Fair Market Value of all Permitted Asset Sales does not exceed $15,000,000 in the aggregate and (f) as permitted under Section 6.1 and/or Section 6.2. With respect to any disposition of assets or other properties permitted pursuant to clauses (b) and (c) above, subject to compliance with Section 1.3(b), Agent agrees on reasonable prior written notice to release its Lien on such assets or other properties in order to permit the applicable Credit Party to effect such disposition and shall execute and promptly deliver to Borrower, at Borrower’s expense, appropriate UCC-3 termination statements and other releases as reasonably requested by Borrower.
Sale of Stock and Assets. No Credit Party shall, or shall permit any Subsidiary of any Credit Party to, sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts, other than (a) the sale of Inventory, license of Intellectual Property or the use of cash or cash equivalents, in each case, in the ordinary course of business; (b) the sale, transfer, conveyance or other disposition by a Credit Party or any Foreign Subsidiary of Equipment or Fixtures that are obsolete or no longer used or useful in such Credit Party’s or such Foreign Subsidiary’s business; (c) the sale of all of the Stock or substantially all of the assets of Gear so long as (i) no Default or Event of Default exists or would be caused thereby or (ii) Requisite Lenders otherwise consent to such sale; (d) other assets having a value not exceeding $5,000,000 in the aggregate in any Fiscal Year; and (e) leases and subleases of Real Estate not materially interfering with the ordinary conduct of business of the applicable Credit Parties and otherwise consented to by Agent which consent will not be unreasonably withheld. With respect to any disposition of assets or other properties permitted pursuant to clauses (b), (c), or (d) above, subject to Section 1.3(b), Agent agrees on reasonable prior written notice to release its Lien on such assets or other properties in order to permit the applicable Credit Party to effect such disposition and shall execute and deliver to Borrowers, at Borrowers’ expense, appropriate UCC-3 termination statements and other releases as are reasonably requested by Borrowers.