Common use of Disposal of Assets or Subsidiary Stock Clause in Contracts

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 $3,000,000 in any fiscal year of Borrower; (ii) the consideration received is at least equal to the fair market value of such assets; (iii) the sole consideration received is cash; (iv) the Net Proceeds of such Asset Disposition are applied as required by subsection 1.5(C) and (F); (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 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 (vi) no Default or Event of Default then exists or shall result from such Asset Disposition.

Disposal of Assets or Subsidiary Stock. Borrower will The Credit Parties shall not and will shall not cause or permit any of its their Subsidiaries to directly or indirectly to: convey, sell, leaselease (as lessor), subleasesublease (as sublessor), 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, 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 worn out or obsolete equipment equipment, fixtures or real estate not used or useful in the business and business, (b) Asset Dispositions by Borrower and its Subsidiaries (excluding sales of Accounts and Stock of any of Subsidiaries) if all of the following conditions are met: (i) the aggregate market value of assets sold or otherwise disposed of in any single transaction or series of related transactions Fiscal Year does not exceed $3,000,000 in any fiscal year of Borrower5,000,000; (ii) the consideration received is at least equal to the fair market value of such assets; (iii) at least 75% of the sole consideration received is cash; (iv) the Net Proceeds of such Asset Disposition are applied as required by subsection 1.5(C) and (FSection 1.5(b); (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 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 (viv) no Default or Event of Default then exists or shall would result from such Asset Disposition, (c) sales, leases, transfers or other dispositions of assets by any Subsidiary to Borrower or any other Credit Party, (d) sales, leases, transfers or other dispositions constituting Investments permitted by Section 3.3, and (e) sales, leases, transfers or other dispositions of Investments permitted by Section 3.3.

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 $3,000,000 in any fiscal year of Borrower; (ii) the consideration received is at least equal to the fair market value of such assets; (iii) the sole consideration received is cash; (iv) the Net Proceeds of such Asset Disposition are applied as required by subsection 1.5(C) and (F); (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 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 (vi) no Default or Event of Default then exists or shall result from such Asset Disposition.

Disposal of Assets or Subsidiary Stock. Borrower will Except as described on Schedule 3.7, the Credit Parties shall not and will shall not cause or permit any of its their Subsidiaries to directly or indirectly to: convey, sell, lease, sublease, license, assign, 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, 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 in good faith to customers for fair value in the ordinary course of business and dispositions of obsolete equipment Equipment and Parts and Supplies not used or useful in the business and business, (b) Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings’ Subsidiaries) 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 $3,000,000 100,000 and the aggregate market value of assets sold or otherwise disposed of in any fiscal year of BorrowerFiscal Year does not exceed $250,000; (ii) the consideration received is at least equal to the fair market value of such assets; (iii) the sole consideration received is cash; (iv) the Net Proceeds of such Asset Disposition are applied as required by subsection 1.5(CSections 1.5(c) and (Fd), as applicable; (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, Borrower is Borrowers are in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended month Fiscal Quarter for which information is available and is in compliance with all other terms and conditions contained in of this Agreement; and (vi) no Default or Event of Default then exists or shall would result from such Asset DispositionDisposition and (c) Permitted Sale-Leasebacks.

Disposal of Assets or Subsidiary Stock. Borrower will The Credit Parties shall not and will shall not cause or permit any of its their Subsidiaries to directly or indirectly to: convey, sell, leaselease (as lessor), subleasesublease (as sublessor), 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, 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 worn out or obsolete equipment equipment, fixtures or real estate not used or useful in the business and business, (b) Asset Dispositions by Borrower and its Subsidiaries (excluding sales of Accounts and Stock of any of Subsidiaries) if all of the following conditions are met: (i) the aggregate market value of assets sold or otherwise disposed of in any single transaction or series of related transactions Fiscal Year does not exceed $3,000,000 in any fiscal year of Borrower25,000,000; (ii) the consideration received is at least equal to the fair market value of such assets; (iii) at least 75% of the sole consideration received is cash; (iv) the Net Proceeds of such Asset Disposition are applied as required by subsection 1.5(C) and (FSection 1.5(b); (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 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 (viv) no Default or Event of Default then exists or shall would result from such Asset Disposition, (c) sales, leases, transfers or other dispositions of assets by any Subsidiary to Borrower or any other Credit Party, (d) sales, leases, transfers or other dispositions constituting Investments permitted by Section 3.3, and (e) sales, leases, transfers or other dispositions of Investments permitted by Section 3.3.

Disposal of Assets or Subsidiary Stock. Borrower will The Credit Parties shall not and will shall not cause or permit any of its their Subsidiaries to 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 related 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 by Borrower and its Subsidiaries 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 $3,000,000 250,000 and the aggregate market value of assets sold or otherwise disposed of in any fiscal year of BorrowerFiscal 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; (iv) the Net Proceeds of such Asset Disposition are applied as to the extent, if any, required by subsection 1.5(C) and (FSection 1.5(c); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness Indebtedness, if any, 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 quarter for which information is available and is in compliance with all other terms and conditions contained in of this Agreement; and (vi) no Default or Event of Default then exists or shall would result from such Asset Disposition.