Dispositions of Property. Dispose of any of its owned Property (including, without limitation, receivables) whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:
Dispositions of Property. No Borrower will, or will permit any of its Subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC) to, Dispose of its Property (including through any merger or consolidation of such Borrower or Subsidiary) to any other Person, including any of its Subsidiaries or other Affiliates, whether existing on the date hereof or hereafter created, except:
Dispositions of Property. The Borrower will not, and will not permit any of its Subsidiaries to, Dispose of any property, whether now owned or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Equity Interests to any Person, except:
Dispositions of Property. The Borrower agrees that it will not, and will not permit any Restricted Subsidiary to, make any Disposition except:
Dispositions of Property. Each Loan Party agrees that it will not, and will not permit any Restricted Subsidiary to, make any Disposition except:
Dispositions of Property. No Obligor shall sell, lease, sell and lease-back or otherwise dispose of any of its Property or any rights or interests in its Property or agree to do so except for:
Dispositions of Property. If the Company or any of its Restricted Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(a) (but only to the extent the Net Cash Proceeds of any such Disposition (or series of related Dispositions) does not exceed $1,000,000), (b), (c), (d), (e), (f) or (g)) which results in the realization by such Person of Net Cash Proceeds, the Company shall make (and/or cause the applicable Designated Borrower to make, subject to Section 2.14(b)) mandatory prepayments and/or Cash Collateralizations in the manner set forth in subsection (v) below in an amount equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person; provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Event of Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may 152302503 reinvest all or any portion of such Net Cash Proceeds in operating assets used in the business of the Company and its Restricted Subsidiaries so long as (A) within 270 days after the receipt of such Net Cash Proceeds, a definitive agreement for the purchase of such assets shall have been entered into and (B) within 360 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that an amount equal to any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the mandatory prepayments and/or Cash Collateralizations as set forth in this Section 2.05(b)(i). Notwithstanding the foregoing, the Company and its Restricted Subsidiaries shall be permitted during each fiscal year to exclude up to $5,000,000 of the Net Cash Proceeds resulting from the Dispositions described above from the prepayment and/or Cash Collateralization requirements contemplated in this Section 2.05(b)(i).
Dispositions of Property. Neither Borrower nor any Material Subsidiary will make any Disposition except:
Dispositions of Property. Section 9.8 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
Dispositions of Property. No Issuer Party will, nor will it permit any of its Subsidiaries to, make any Dispositions other than (%3) Dispositions of assets that are determined by an Issuer Party to be obsolete or no longer used or useful in the business of such Issuer Party; (%3) Dispositions made in the ordinary course of business on an arm’s length basis; (%3) Dispositions of Permitted Investments in the ordinary course of business; (%3) Distributions permitted under Section 10.12; (%3) upon any equipment failure, the replacement of such failed equipment with comparable equipment; (%3) the sale, transfer or release, with or without consideration, of real property or interests in real property related to the Project to the extent that such real property or interests in real property is no longer useful in connection with the ownership, operation or maintenance of the Project; (%3) any dispositions of property made in accordance with the FERC Order; (%3) the granting of easements or other interests in real property related to the Project to other Persons so long as such grant is in the ordinary course of business, would constitute a Permitted Encumbrance, is not substantial in amount and does not or could not reasonably be expected to materially detract from the value or use of the affected property or to interfere in any material respect with the Issuer Parties’ ability to construct or operate the Project or perform any material obligation under any Project Contract and (%3) other Dispositions not to exceed $500,000 individually or $1,000,000 during the term of the Notes.
