Disposal of Assets or Subsidiary Stock Sample Clauses

Disposal of Assets or Subsidiary Stock. The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly convey, sell, lease, sublease, license, sublicense, option, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for (a) dispositions of obsolete, worn out or permanently retired assets not used or useful in the business of the Credit Parties (in each case in the reasonable opinion of such Credit Party); (b) Omitted; (c) Asset Dispositions by Borrowers and their Subsidiaries if all of the following conditions are met: (i) the Dollar Equivalent of the aggregate market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed $15,000,000; (ii) the consideration received is at least equal to the fair market value of such assets; (iii) at least 75% of the consideration received is cash; (iv) the Net Proceeds of such Asset Disposition are used to prepay Revolving Loans to the extent required by Section 1.6(c); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, Aggregate Borrowing Availability is at least $40,000,000; and (vi) no Default or Event of Default then exists or would result from such Asset Disposition; (d) Borrowers and any of their Subsidiaries may effect Permitted Sale-Leaseback Transactions in accordance with the definition thereof, provided that (x) the aggregate amount of all proceeds received by Borrowers and their Subsidiaries from all Permitted Sale-Leaseback Transactions consummated on and after the Closing Date shall not exceed the Dollar Equivalent of $25,000,000 and (y) the Net Proceeds from all such Permitted Sale Leaseback Transactions are applied to repay Loans to the extent required by Section 1.6(c); (e) Omitted; (f) any conveyance, sale, lease, sublease, license, sublicense, option, transfer or other disposition of assets not consisting of Asset Dispositions; (g) any conveyance, sale, lease, sublease, license, sublicense, option, transfer or other disposition of assets the proceeds of which are used for Capital Expenditures within 360 days of such Asset Disposition; and (h) any conveyance, sale, transfer or other disposition of the Investments described in Section 3.3(e).

Disposal of Assets or Subsidiary Stock. Borrower will not and will not permit any of its Subsidiaries directly or indirectly to: convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of transactions any of its property, business or assets, or the capital stock of or other equity interests in any of its Subsidiaries, whether now owned or hereafter acquired except for (a) bona fide sales of Inventory to customers for fair value in the ordinary course of business and dispositions of obsolete equipment not used or useful in the business and (b) Asset Dispositions if all of the following conditions are met: (i) the market value of assets sold or otherwise disposed of in any single transaction or series of related transactions does not exceed $5,000,000 and the aggregate market value of assets sold or otherwise disposed of in any fiscal year of Borrower does not exceed $5,000,000; (ii) the consideration received is at least equal to the fair market value of such assets; (iii) after giving effect to the sale or other disposition of the assets included within the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, Borrower is in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended month for which information is available and is in compliance with all other terms and conditions contained in this Agreement; and (iv) no Default or Event of Default shall result from such sale or other disposition.

Disposal of Assets or Subsidiary Stock. The Loan Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for (a) sales of inventory to customers in the ordinary course of business and dispositions of obsolete equipment not used or useful in the business; (b) any condemnation or taking of such assets by eminent domain proceedings; (c) Asset Dispositions by Borrower and its Subsidiaries (excluding sales of Accounts and Stock of any of Holdings’ Subsidiaries) if all of the following conditions are met: (i) the aggregate fair market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed $250,000; (ii) the consideration received is at least equal to the fair market value of such assets (as determined by the board of directors of the applicable Loan Party in good faith); (iii) at least 85% of the consideration received is cash; (iv) the Net Proceeds of such Asset Disposition are applied as required by Section 2.5(c); and (v) no Event of Default has occurred and is continuing or would result from such Asset Disposition and (d) other sales, leases, subleases, transfers or dispositions that are not Asset Dispositions by virtue of clauses (2) through (9) of the definition of Asset Disposition.

Disposal of Assets or Subsidiary Stock. The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for (a) sales of inventory to customers in the ordinary course of business and dispositions of obsolete equipment not used or useful in the business; (b) any condemnation or taking of such assets by eminent domain proceedings; and (c) Asset Dispositions by Borrower and its Subsidiaries (excluding sales of Accounts and Stock of any of Holdings' Subsidiaries) if all of the following conditions are met: (i) the aggregate fair market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed $3,000,000; (ii) the consideration received is at least equal to the fair market value of such assets (as determined by the board of directors of the applicable Credit Party in good faith); (iii) at least 85% of the consideration received is cash; (iv) the Net Proceeds of such Asset Disposition are applied as required by SECTION 1.5(C); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, Borrower is in compliance on a pro forma basis with the covenants set forth in SECTION 6 recomputed for the most recently ended quarter for which information is available; and (vi) no Event of Default has occurred and is continuing or would result from such Asset Disposition.

Disposal of Assets or Subsidiary Stock. The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for (a) sales of inventory in good faith to customers for fair value in the ordinary course of business and dispositions of obsolete equipment not used or useful in the business, (b) closures of individual retail stores, if, in the judgment of the relevant Credit Party’s board of directors such closure is appropriate and any inventory held therein having a value in excess of $100,000 is transferred to other stores for sale in the ordinary course of business or returned to such Credit Party’s warehouse (c) asset transfers from (i) a Borrower to another Borrower or (ii) any Subsidiary of a Borrower (that is not itself a Borrower) to a Borrower or another wholly-owned domestic Subsidiary of a Borrower, (d) sales of Cash Equivalents and (e) Asset Dispositions if all of the following conditions are met: (i) the market value of assets sold or otherwise disposed of in any single transaction or series of related transactions does not exceed $500,000 and the aggregate market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed $1,000,000; (ii) the consideration received is at least equal to the fair market value of such assets; (iii) the sole consideration received is cash or a note subject to Section 3.3; and (iv) no Default or Event of Default then exists or would result from such Asset Disposition.

Disposal of Assets or Subsidiary Stock. The Company will not and will not permit any of its Subsidiaries directly or indirectly to convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one (1) transaction or a series of transactions, any of its property, business or assets, or the capital stock of or other equity interests in any of its Subsidiaries, whether now owned or hereafter acquired, except for (a) bona fide sales of inventory to customers for fair value in the ordinary course of business and dispositions of obsolete equipment not used or useful in the business and (b) asset dispositions if all of the following conditions are met: (i) the market value of assets sold or otherwise disposed of in any fiscal year of the Company does not exceed $1,000,000; (ii) the consideration received is at least equal to the fair market value of such assets; and (iii) no Default or Event of Default then exists or shall result from such asset disposition.

Disposal of Assets or Subsidiary Stock. The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for (a) transactions not constituting Asset Dispositions, (b) dispositions of equipment that is obsolete, uneconomic or no longer useful (in each case in the reasonable opinion of such Credit Party), (c) transactions between a Credit Party and another Credit Party, (d) transactions permitted under Section 3.16, (e) transactions the proceeds of which are used for Capital Expenditures within 360 days of such Asset Disposition and (f) other Asset Dispositions by any Credit Party (excluding sales of Accounts and Stock of any Subsidiary) if all of the following conditions are met: (i) the aggregate market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed $40,000,000 or the Dollar Equivalent thereof; (ii) the consideration received is at least equal to the fair market value of such assets; (iii) the consideration received is cash or Cash Equivalents for at least seventy-five percent (75%) of the sale price and promissory notes for the balance; (iv) after giving effect to the Asset Disposition, Borrowers are in compliance with all other terms and conditions of this Agreement; and (v) no Event of Default then exists or would result from such Asset Disposition.

Disposal of Assets or Subsidiary Stock. Borrower shall not and shall not cause or permit its Subsidiaries to directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for Permitted Transfers.

Disposal of Assets or Subsidiary Stock. (a) Sell, lease, transfer or otherwise dispose of any of its property, business or assets, or grant any Person an option to acquire any such property, business or assets, or permit any Subsidiary to do any of the foregoing except for: (i) bona fide sales of inventory to customers for fair value in the ordinary course of business, (ii) dispositions of equipment in the ordinary course of business and not used or useful in the business, (iii) disposition of the Encumbered Asset, (iv) the sale or other disposition of the Shareholder Notes and (v) the licensing of copyrights, patents and trademarks in the ordinary course of business or (b) sell, assign, pledge or otherwise encumber or dispose of any shares of capital stock or other equity securities or interests in the Loan Parties (other than the issuance of common stock of the Borrower to the extent permitted under Section 8.12) or any Subsidiary including warrants, rights or options to acquire shares of other equity securities or interests of any of its Subsidiaries, except to the Borrower or another Subsidiary of the Borrower. A Person who acquires any assets of a Loan Party as the result of a disposition of such assets by such Loan Party as permitted under this Section 8.11 shall take such assets free and clear of the Lender's Lien therein.