Common use of Limitation on Sale and Lease-Back Clause in Contracts

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall not, nor shall it permit any Manufacturing Subsidiary to, enter into any arrangement with any person providing for the leasing by the Corporation or any Manufacturing Subsidiary of any Domestic Manufacturing Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases for a term of not more than three years and except for leases between the Corporation and a Manufacturing Subsidiary or between Manufacturing Subsidiaries), which property has been or is to be sold or transferred by the Corporation or such Manufacturing Subsidiary to such person, unless either (i) the Corporation or such Manufacturing Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.06, to issue, assume, extend, renew or replace Debt secured by a Mortgage upon such Domestic Manufacturing Property equal in amount to the Attributable Debt in respect of such arrangement without equally and ratably securing the Securities; provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and lease-back to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), or (ii) the Corporation shall apply an amount in cash equal to the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 days of the effective date of any such arrangement, of Debt of the Corporation or any Manufacturing Subsidiary (other than Debt owned by the Corporation or any Manufacturing Subsidiary) which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than twelve months after the date of the creation of such Debt.

Appears in 5 contracts

Samples: Indenture (Visteon Corp), Indenture (Visteon Corp), Visteon Corp

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Limitation on Sale and Lease-Back. For Except to the benefit of the Holders of the Securitiesextent provided in Section 1008, the Corporation shall Company will not, nor shall will it permit any Manufacturing Restricted Subsidiary to, enter into any arrangement with any person Person providing for the leasing by the Corporation Company or any Manufacturing Restricted Subsidiary of any Domestic Manufacturing Principal Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases for a term of not more than three years and except for leases between the Corporation Company and a Manufacturing Restricted Subsidiary or between Manufacturing Restricted Subsidiaries), which property has been owned and operated by the Company or any Restricted Subsidiary for more than 180 days and has been or is to be sold or transferred by the Corporation Company or such Manufacturing Restricted Subsidiary to such person, Person (in Section 1007 and in Section 1008 referred to as a "Sale and Lease- Back Transaction") unless either (i) the Corporation Company or such Manufacturing Restricted Subsidiary would be entitled, pursuant entitled to the provisions of the covenant on limitation on liens described in Section 4.06, to issue, assume, extend, renew or replace Debt incur indebtedness secured by a Mortgage upon lien on such Domestic Manufacturing Property equal in amount to the Attributable Debt in respect of such arrangement property without equally and ratably securing the Securities; provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and lease-back to be Debt subject Securities pursuant to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), Section 1006 or (ii) the Corporation Company shall apply an amount in cash equal to the Attributable Debt in respect of such arrangement Sale and Lease-Back Transaction to (1) the acquisition of one or more Principal Properties of equal or greater aggregate fair market value, (2) the retirement (other than any mandatory retirement of indebtedness for borrowed money, including the Securities, incurred or assumed by way of payment at maturity), within 180 days of the effective date of any such arrangement, of Debt of the Corporation Company or any Manufacturing Restricted Subsidiary (other than Debt owned indebtedness for borrowed money owed to the Company or any Restricted Subsidiary) or (3) any combination of the foregoing; provided -------- that the amount to be applied to the retirement of such indebtedness of the ---- Company or any Restricted Subsidiary shall be reduced by (i) the principal amount of any Securities delivered within 180 days after such sale to the Trustee for retirement and cancellation, and (ii) the principal amount of such indebtedness, other than Securities, voluntarily retired by the Corporation Company within 180 days after such sale. Notwithstanding the foregoing, no retirement referred to in clause (2) of the preceding sentence may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any Manufacturing Subsidiary) which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than twelve months after the date of the creation of such Debtmandatory prepayment provision.

Appears in 2 contracts

Samples: Alco Capital Resource Inc, Alco Standard Corp

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall The Company will not, nor shall will it permit any Manufacturing Restricted Subsidiary to, enter into any arrangement with any person providing for the leasing by the Corporation Company and/or one or any Manufacturing Subsidiary more Restricted Subsidiaries of any Domestic Manufacturing Principal Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases for a term term, including any renewal thereof, of not more than three years and except for leases between the Corporation Company and a Manufacturing Subsidiary one or more Restricted Subsidiaries or between Manufacturing Restricted Subsidiaries), which property has been or is to be sold or transferred by the Corporation Company and such Restricted Subsidiary or such Manufacturing Subsidiary Subsidiaries to such person, person (in this Article Ten referred to as "Sale and Lease-Back Transaction") unless either (ia) the Corporation Company and/or Restricted Subsidiary or such Manufacturing Subsidiary Subsidiaries would be entitled, pursuant entitled to the provisions of the covenant on limitation on liens described in Section 4.06, to issue, assume, extend, renew or replace Debt incur indebtedness secured by a Mortgage upon lien on such Domestic Manufacturing Property equal in amount to the Attributable Debt in respect of such arrangement property without equally and ratably securing the Securities; provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and lease-back to be Debt subject Securities pursuant to the provisions of such covenant on limitation on liens Section 1004, (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), or (iib) the Corporation Company shall apply or cause to be applied an amount in cash equal to the Attributable Debt in respect Value of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), Sale and Lease-Back Transaction within 180 120 days of the effective date of any such arrangement, arrangement (i) to the retirement of Debt of indebtedness for borrowed money incurred or assumed by the Corporation Company or any Manufacturing Restricted Subsidiary (other than Debt owned by indebtedness for borrowed money owed to the Corporation Company and/or one or any Manufacturing Subsidiarymore Restricted Subsidiaries) which by its terms matures aton, or is extendible extendable or renewable at the option of the obligor to, to a date more than then twelve months after the date of the creation incurrence or assumption of such Debtindebtedness and which is senior in right of payment to, or ranks pari passu with, the Securities ("funded debt"), or (ii) to the purchase of other property which will constitute "Principal Property" having a fair value in the opinion of the Board of Directors at least equal to the Value of such Sale and Lease-Back Transaction or (c) the Company or a Restricted Subsidiary shall deliver to the Trustee or other applicable trustee for cancellation Securities or funded debt in aggregate principal amount at least equal to the Value of such Sale and Lease-Back Transaction.

Appears in 2 contracts

Samples: Georgia Pacific Corp, Georgia Pacific Corp

Limitation on Sale and Lease-Back. For Except to the benefit of the Holders of the Securitiesextent provided in Section 3.8, the Corporation shall Company will not, nor shall will it permit any Manufacturing Restricted Subsidiary to, enter into any arrangement with any person providing for the leasing by the Corporation Company or any Manufacturing Restricted Subsidiary of any Domestic Manufacturing Principal Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases for a term term, including any renewal thereof, of not more than three years (or which may be terminated by the Issuer or the applicable Restricted Subsidiary within a period of not more than three years) and except for leases between the Corporation Company and a Manufacturing Restricted Subsidiary or between Manufacturing SubsidiariesRestricted Subsidiaries and Sale and Lease-Back Transactions that were entered into prior to the date of this Indenture), which property has been owned and operated by the Issuer or any Restricted Subsidiary for more than 120 days and has been or is to be sold or transferred by the Corporation Company or such Manufacturing Restricted Subsidiary to such person, person (in this Article Three referred to as a “Sale and Lease-Back Transaction”) unless either (ia) the Corporation Issuer or such Manufacturing Restricted Subsidiary would be entitled, pursuant entitled to the provisions of the covenant on limitation on liens described in Section 4.06, to issue, assume, extend, renew or replace incur Debt secured by a Mortgage upon lien on such Domestic Manufacturing Property property in a principal amount at least equal in amount to the Attributable Debt in respect of such arrangement Sale and Lease-Back Transaction without equally and ratably securing the Securities; provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and lease-back to be Debt subject Securities pursuant to the provisions of Section 3.6, or (b) the Company or the applicable Restricted Subsidiary shall apply an amount equal to the Attributable Debt of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses Sale and Lease-Back Transaction to (i) through the acquisition of additional Principal Property of equal or greater fair market value (v) of as determined in good faith by the Company or such covenantRestricted Subsidiary), or (ii) the Corporation shall apply an retirement of indebtedness for borrowed money (excluding indebtedness under a revolving loan facility, unless the commitment is reduced by the amount in cash equal to the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturitypayment), within 180 days of including the effective date of any such arrangementSecurities, of Debt of incurred or assumed by the Corporation Company or any Manufacturing Restricted Subsidiary (other than Debt owned indebtedness for borrowed money (excluding indebtedness under a revolving loan facility, unless the commitment is reduced by the Corporation receipt of such payment), owed to the Company or any Manufacturing Restricted Subsidiary) which by its terms matures aton, or is extendible extendable or renewable at the option of the obligor to, a date more than twelve months after the date of the creation of such Debtindebtedness; provided, however, that the amount to be applied to the retirement of indebtedness pursuant to clause (ii) shall be reduced by (A) the aggregate principal amount of any Securities delivered to the Trustee for retirement within 180 days of the effective date of such Sale and Lease-Back Transaction and (B) the aggregate principal amount of such indebtedness (other than the Securities) retired by the Company or a Restricted Subsidiary within 180 days of the effective date of such Sale and Lease-Back Transaction.

Appears in 2 contracts

Samples: Indenture (Air Products & Chemicals Inc /De/), Air Products And (Air Products & Chemicals Inc /De/)

Limitation on Sale and Lease-Back. For the benefit So long as any of the Holders of the SecuritiesSecurities remain Outstanding, the Corporation shall Issuer will not, nor shall will it permit any Manufacturing Consolidated Subsidiary to, enter into any arrangement sale and lease-back transaction with respect to any person providing for the leasing by the Corporation or Principal Property, other than any Manufacturing Subsidiary of any Domestic Manufacturing Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases such transaction involving a lease for a term of not more than three years and except for leases between years, unless (a) the Corporation and a Manufacturing Subsidiary or between Manufacturing Subsidiaries), which property has been or is to be sold or transferred by the Corporation Issuer or such Manufacturing Subsidiary to such person, unless either (i) the Corporation or such Manufacturing Consolidated Subsidiary would be entitled, pursuant entitled to the provisions of the covenant on limitation on liens described in Section 4.06, to issue, assume, extend, renew or replace Debt incur Indebtedness for borrowed money secured by a Mortgage upon such Domestic Manufacturing lien on the Principal Property to be leased in an amount at least equal in amount to the Attributable Debt in with respect of to such arrangement sale and lease-back transaction without equally and ratably securing the Securities; provided, however, that from and after (b) the date on which such arrangement becomes effective proceeds of the Attributable Debt in respect sale of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and lease-back Principal Property to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), or (ii) the Corporation shall apply an amount in cash leased are at least equal to the Attributable Debt in respect fair value of such arrangement assets (as determined by the Board of Directors of the Issuer) and the proceeds are applied within 90 days of the date of such transaction to the purchase or acquisition (or, in the case of real property, the construction) of assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or redemption provision) of any mandatory retirement Indebtedness; (c) such transaction was entered into prior to the date of this Indenture; (d) such transaction was for the sale and leasing back to the Issuer by any one of its Consolidated Subsidiaries or by way between Consolidated Subsidiaries; or (e) such transaction occurs within six months from the date of payment at maturity), within 180 days acquisition of the effective date of any such arrangement, of Debt of the Corporation subject Principal Property or any Manufacturing Subsidiary (other than Debt owned by the Corporation or any Manufacturing Subsidiary) which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than twelve months after the date of the creation completion of construction or commencement of full operations of such DebtPrincipal Property, whichever is later. This limitation, however, will not apply if at the time the Issuer or any Consolidated Subsidiary enters into such sale and lease-back transaction, and immediately after giving effect thereto, the Exempted Debt then outstanding at such time does not exceed the greater of (x) $500 million or (y) 15% of Consolidated Net Worth.

Appears in 2 contracts

Samples: Becton Dickinson & Co, Cardinal Health Inc

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall The Company will not, nor shall will it permit any Manufacturing Restricted Subsidiary to, enter into any arrangement with any person providing Person that provides for the leasing by to the Corporation Company or any Manufacturing Restricted Subsidiary of any Domestic Manufacturing Principal Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases for a term of not more than three years and except for leases between the Corporation Company and a Manufacturing Restricted Subsidiary or between Manufacturing Restricted Subsidiaries), which property Principal Property has been or is to be sold or transferred by the Corporation Company or such Manufacturing Restricted Subsidiary to such person, unless either (ia) the Corporation Company or such Manufacturing Restricted Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.061009, to issue, assume, extend, renew assume or replace guarantee Debt secured by a Mortgage upon such Domestic Manufacturing Principal Property at least equal in the amount to the Attributable Debt in respect of such arrangement without equally and ratably securing the Outstanding Securities; provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 Sections 1009 and this covenant on limitation on sale and lease-back 1010 to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant)Section 1009, or (iib) the Corporation Company shall apply an amount in cash equal to the greater of the net proceeds of such sale or the Attributable Debt in respect of such an arrangement to the retirement (other than any mandatory retirement or by way of or payment at maturity), within 180 120 days of the effective date of any such arrangement, of Debt (except as otherwise provided by the terms of any series of Outstanding Securities) of the Corporation Company or any Manufacturing Restricted Subsidiary (other than the Debt owned owed by the Corporation Company or any Manufacturing Restricted Subsidiary to the Company or any Restricted Subsidiary) which by its terms matures at, at or is extendible or renewable at the option opinion of the obligor to, to a date more than twelve months after the date of the creation of such Debt.

Appears in 1 contract

Samples: Northrop Grumman Corp /De/

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall The Company will not, nor shall will it permit any Manufacturing Restricted Subsidiary to, enter into any arrangement with any person providing for the leasing by the Corporation Company and/or one or any Manufacturing Subsidiary more Restricted Subsidiaries of any Domestic Manufacturing Principal Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases for a term term, including any renewal thereof, of not more than three years and except for leases between the Corporation Company and a Manufacturing Subsidiary one or more Restricted Subsidiaries or between Manufacturing Restricted Subsidiaries), which property has been or is to be sold or transferred by the Corporation Company and/or such Restricted Subsidiary or such Manufacturing Subsidiary Subsidiaries to such person, person (in this Article Ten referred to as a "Sale and Lease-Back Transaction") unless either (ia) the Corporation Company and/or Restricted Subsidiary or such Manufacturing Subsidiary Subsidiaries would be entitled, pursuant entitled to the provisions of the covenant on limitation on liens described in Section 4.06, to issue, assume, extend, renew or replace Debt incur indebtedness secured by a Mortgage upon lien on such Domestic Manufacturing Property equal in amount to the Attributable Debt in respect of such arrangement property without equally and ratably securing the Securities; provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and lease-back to be Debt subject Securities pursuant to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant)Section 1004, or (iib) the Corporation Company shall apply or cause to be applied an amount in cash equal to the Attributable Debt in respect Value of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), Sale and Lease-Back Transaction within 180 120 days of the effective date of any such arrangement, arrangement (i) to the retirement of Debt of indebtedness for borrowed money incurred or assumed by the Corporation Company or any Manufacturing Restricted Subsidiary (other than Debt owned by indebtedness for borrowed money owed to the Corporation Company and/or one or any Manufacturing Subsidiarymore Restricted Subsidiaries) which by its terms matures aton, or is extendible extendable or renewable at the option of the obligor to, a date more than twelve months after the date of the creation incurrence or assumption of such Debtindebtedness and which is senior in right of payment to, or ranks pari passu with, the Securities ("funded debt"), or (ii) to the purchase of other property which will constitute "Principal Property" having a fair value in the opinion of the Board of Directors at least equal to the Value of such Sale and Lease-Back Transaction, or (c) the Company or a Restricted Subsidiary, shall deliver to the Trustee or other applicable trustee for cancellation Securities or funded debt in aggregate principal amount at least equal to the Value of such Sale and Lease-Back Transaction.

Appears in 1 contract

Samples: Indenture (Georgia Pacific Corp)

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall The Guarantor will not, nor shall it will the Guarantor permit any Manufacturing Restricted Subsidiary to, enter into any arrangement with any person providing for the leasing by the Corporation Guarantor or any Manufacturing Restricted Subsidiary of any Domestic Manufacturing Principal Property of the Guarantor or any Restricted Subsidiary (whether such Principal Property is now owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued hereafter acquired) (except for temporary leases for a term of not more than three years and except for leases between the Corporation Guarantor and a Manufacturing Restricted Subsidiary or between Manufacturing Restricted Subsidiaries), which property Principal Property has been or is to be sold or transferred by the Corporation Guarantor or such Manufacturing Restricted Subsidiary to such personperson (herein referred to as a “Sale and Lease-Back Transaction”), unless either (ia) the Corporation Guarantor or such Manufacturing Restricted Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.063.6, to issue, assume, extend, renew assume or replace guarantee Debt secured by a Mortgage mortgage upon such Domestic Manufacturing Principal Property at least equal in amount to the Attributable Debt in respect of such arrangement without equally and ratably securing the Securities; , provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 3.6 and this covenant on limitation on sale and lease-back Section 3.7 to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), Section 3.6; or (iib) the Corporation Guarantor shall apply an amount in cash equal to the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 120 days of the effective date of any such arrangement, of Debt of the Corporation Guarantor or any Manufacturing Restricted Subsidiary (other than Debt owned by the Corporation Guarantor or any Manufacturing SubsidiaryRestricted Subsidiary and other than Debt of the Guarantor which is subordinated to the Guaranty) which by its terms matures at, at or is extendible or renewable at the option of the obligor to, to a date more than twelve months after the date of the creation of such Attributable Debt.

Appears in 1 contract

Samples: Kellogg Co

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall The Company will not, nor shall will it permit any Manufacturing Restricted Subsidiary to, enter into any arrangement with any person providing for the leasing by the Corporation Company or any Manufacturing Restricted Subsidiary of any Domestic Manufacturing Principal Property of the Company or any Restricted Subsidiary (whether such Principal Property is now owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued hereafter acquired) (except for temporary leases for a term of not more than three years and except for leases between the Corporation Company and a Manufacturing Restricted Subsidiary or between Manufacturing Restricted Subsidiaries), which property Principal Property has been or is to be sold or transferred by the Corporation Company or such Manufacturing Restricted Subsidiary to such personperson (herein referred to as a "Sale and Lease-Back Transaction"), unless either (ia) the Corporation Company or such Manufacturing Restricted Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.064.05, to issue, assume, extend, renew assume or replace guarantee Debt secured by a Mortgage mortgage upon such Domestic Manufacturing Principal Property at least equal in amount to the Attributable Debt in respect of such arrangement without equally and ratably securing the Securities; , provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section Sections 4.05 and 4.06 and this covenant on limitation on sale and lease-back to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), Section 4.05 or (iib) the Corporation Company shall apply an amount in cash equal to the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 120 days of the effective date of any such arrangement, of Debt of the Corporation Company or any Manufacturing Restricted Subsidiary (other than Debt owned by the Corporation Company or any Manufacturing SubsidiaryRestricted Subsidiary and other than Debt of the Company which is subordinated to the Securities) which by its terms matures at, at or is extendible or renewable at the option of the obligor to, to a date more than twelve months after the date of the creation of such Debt.

Appears in 1 contract

Samples: Sundstrand Corp /De/

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall The Company will not, nor shall will it permit any Manufacturing Restricted Subsidiary to, enter into any arrangement with any person providing for the leasing by the Corporation Company or any Manufacturing Restricted Subsidiary of any Domestic Manufacturing Principal Property of the Company or any Restricted Subsidiary (whether such Principal Property is now owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued hereafter acquired) (except for temporary leases for a term of not more than three years and except for leases between the Corporation Company and a Manufacturing Restricted Subsidiary or between Manufacturing Restricted Subsidiaries), which property Principal Property has been or is to be sold or transferred by the Corporation Company or such Manufacturing Restricted Subsidiary to such personperson (herein referred to as a “Sale and Lease-Back Transaction”), unless either (ia) the Corporation Company or such Manufacturing Restricted Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.063.6, to issue, assume, extend, renew assume or replace guarantee Debt secured by a Mortgage mortgage upon such Domestic Manufacturing Principal Property at least equal in amount to the Attributable Debt in respect of such arrangement without equally and ratably securing the Securities; , provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 Sections 3.6 and this covenant on limitation on sale and lease-back 3.7 to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), Section 3.6; or (iib) the Corporation Company shall apply an amount in cash equal to the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 120 days of the effective date of any such arrangement, of Debt of the Corporation Company or any Manufacturing Restricted Subsidiary (other than Debt owned by the Corporation Company or any Manufacturing SubsidiaryRestricted Subsidiary and other than Debt of the Company which is subordinated to the Securities) which by its terms matures at, at or is extendible or renewable at the option of the obligor to, to a date more than twelve months after the date of the creation of such Debt.

Appears in 1 contract

Samples: Indenture (Kellanova)

Limitation on Sale and Lease-Back. For Except to the benefit of the Holders of the Securitiesextent provided in Section 3.8, the Corporation shall Company will not, nor shall will it permit any Manufacturing Restricted Subsidiary to, enter into any arrangement with any person providing for the leasing by the Corporation Company or any Manufacturing Restricted Subsidiary of any Domestic Manufacturing Principal Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases for a term term, including any renewal thereof, of not more than three years and except for leases between the Corporation Company and a Manufacturing Restricted Subsidiary or between Manufacturing Restricted Subsidiaries), which property has been owned and operated by the Issuer or any Restricted Subsidiary for more than 120 days and has been or is to be sold or transferred by the Corporation Company or such Manufacturing Restricted Subsidiary to such person, person (in this Article Three referred to as a “Sale and Lease- Back Transaction”) unless either (ia) the Corporation Issuer or such Manufacturing Restricted Subsidiary would be entitled, pursuant entitled to the provisions of the covenant on limitation on liens described in Section 4.06, to issue, assume, extend, renew or replace Debt incur indebtedness secured by a Mortgage upon lien on such Domestic Manufacturing Property equal in amount to the Attributable Debt in respect of such arrangement property without equally and ratably securing the Securities; provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and lease-back to be Debt subject Securities pursuant to the provisions of Section 3.6, or (b) the Company shall apply an amount equal to the Attributable Debt of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses Sale and Lease-Back Transaction to (i) through (v) the acquisition of such covenant)another Principal Property of equal or greater fair market value, or (ii) the Corporation shall apply an retirement of indebtedness for borrowed money (excluding indebtedness under a revolving loan facility, unless the commitment is reduced by the amount in cash equal to the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturitypayment), within 180 days of including the effective date of any such arrangementSecurities, of Debt of incurred or assumed by the Corporation Company or any Manufacturing Restricted Subsidiary (other than Debt owned by indebtedness for borrowed money owed to the Corporation Company or any Manufacturing Restricted Subsidiary) which by its terms matures aton, or is extendible extendable or renewable at the option of the obligor to, a date more than twelve months after the date of the creation of such Debtindebtedness.

Appears in 1 contract

Samples: Indenture (Tyme Technologies, Inc.)

Limitation on Sale and Lease-Back. For Except to the benefit of the Holders of the Securitiesextent provided in Section 1008, the Corporation shall Company will not, nor shall will it permit any Manufacturing Restricted Subsidiary to, enter into any arrangement with any person Person providing for the leasing by the Corporation Company or any Manufacturing Restricted Subsidiary of any Domestic Manufacturing Principal Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases for a term of not more than three years and except for leases between the Corporation Company and a Manufacturing Restricted Subsidiary or between Manufacturing Restricted Subsidiaries), which property has been owned and operated by the Company or any Restricted Subsidiary for more than 180 days and has been or is to be sold or transferred by the Corporation Company or such Manufacturing Restricted Subsidiary to such person, Person (in Section 1007 and in Section 1008 referred to as a "Sale and Lease- Back Transaction") unless either (i) the Corporation Company or such Manufacturing Restricted Subsidiary would be entitled, pursuant entitled to the provisions of the covenant on limitation on liens described in Section 4.06, to issue, assume, extend, renew or replace Debt incur indebtedness secured by a Mortgage upon lien on such Domestic Manufacturing Property equal in amount to the Attributable Debt in respect of such arrangement property without equally and ratably securing the Securities; provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and lease-back to be Debt subject Securities pursuant to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), Section 1006 or (ii) the Corporation Company shall apply an amount in cash equal to the Attributable Debt in respect of such arrangement Sale and Lease-Back Transaction to (1) the acquisition of one or more Principal Properties of equal or greater aggregate fair market value, (2) the retirement (other than any mandatory retirement of indebtedness for borrowed money, including the Securities, incurred or assumed by way of payment at maturity), within 180 days of the effective date of any such arrangement, of Debt of the Corporation Company or any Manufacturing Restricted Subsidiary (other than Debt owned indebtedness for borrowed money owed to the Company or any Restricted Subsidiary) or (3) any combination of the foregoing; provided that the amount to be applied to the retirement of such indebtedness of -------- ---- the Company or any Restricted Subsidiary shall be reduced by (i) the principal amount of any Securities delivered within 180 days after such sale to the Trustee for retirement and cancellation, and (ii) the principal amount of such indebtedness, other than Securities, voluntarily retired by the Corporation Company within 180 days after such sale. Notwithstanding the foregoing, no retirement referred to in clause (2) of the preceding sentence may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any Manufacturing Subsidiary) which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than twelve months after the date of the creation of such Debtmandatory prepayment provision.

Appears in 1 contract

Samples: Ikon Office Solutions Inc

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall The Company covenants and agrees that it will not, nor shall will it permit any Manufacturing Subsidiary toSubsidiary, enter into any arrangement with any person providing for the leasing by the Corporation directly or any Manufacturing Subsidiary of any Domestic Manufacturing Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases for a term of not more than three years and except for leases between the Corporation and a Manufacturing Subsidiary or between Manufacturing Subsidiaries), which property has been or is to be sold or transferred by the Corporation or such Manufacturing Subsidiary to such person, unless either (i) the Corporation or such Manufacturing Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.06indirectly, to issueenter into, assume, extendguarantee, renew or replace Debt secured by a Mortgage upon such Domestic Manufacturing Property equal in amount otherwise become liable with respect to the Attributable Debt in respect of such arrangement without equally any Sale and ratably securing the SecuritiesLease-Back Transaction (as defined below); provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and lease-back to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses Company or any Subsidiary may enter into (i) through a Sale and Lease-Back Transaction that, had such Sale and Lease-Back Transaction been structured as a mortgage rather than as a Sale and Lease-Back Transaction, the Company or such Subsidiary would have been permitted to enter into such transaction without equally and ratably securing (vor granting priority to) the Securities of such covenant)all series pursuant to Section 1009 hereof, or (ii) a Sale and Lease-Back Transaction between or among the Corporation shall apply an amount in cash Company and any of its Subsidiaries or between or among Subsidiaries and (iii) a Sale and Lease-Back Transaction, provided that, the 103 97 proceeds of the sale of the property or assets to be leased are at least equal to the Attributable Debt in respect fair value (the fair value of such arrangement proceeds, if other than cash, to be determined by the chief financial officer of the Company) and an amount equal to such net proceeds is applied within 180 days of the effective date of such Sale and Lease-Back Transaction to (A) the retirement (other than any mandatory retirement and other than any prohibited retirement of securities) of indebtedness for borrowed money (including the Securities) incurred or assumed by way of payment at maturity), within 180 days of the effective date of any such arrangement, of Debt of the Corporation Company or any Manufacturing Subsidiary (other than Debt owned by indebtedness for borrowed money owed to the Corporation Company or any Manufacturing Subsidiary) which by its terms matures aton, or is extendible extendable or renewable at the option of the obligor to, a date more than twelve 12 months after the date of the creation of such Debtindebtedness and, in the case of such indebtedness of the Company, which ranks on a parity with, or senior in right of payment to, the Securities or (B) the purchase or construction of other property, provided, that, upon the completion of such purchase or construction, such property is owned by the Company or a Subsidiary free and clear of all Liens. For the purposes of this Indenture, a Sale and Lease- Back Transaction means any arrangement with any Person providing for the leasing to the Company or a Subsidiary for a period of more than three years of any property which has been or is to be sold or transferred by the Company or such Subsidiary to such Person or to any other Person to which funds have been or are to be advanced by such Person on the security of the leased property.

Appears in 1 contract

Samples: Cardinal Health Inc

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall The Guarantor will not, nor shall will it permit any Manufacturing Restricted Subsidiary to, enter into any arrangement with any person providing for the leasing by the Corporation Guarantor or any Manufacturing Restricted Subsidiary of any Domestic Manufacturing Principal Property of the Guarantor or any Restricted Subsidiary (whether such Principal Property is now owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued hereafter acquired) (except for temporary leases for a term of not more than three years and except for leases between the Corporation Guarantor and a Manufacturing Restricted Subsidiary or between Manufacturing Restricted Subsidiaries), which property Principal Property has been or is to be sold or transferred by the Corporation Guarantor or such Manufacturing Restricted Subsidiary to such personperson (herein referred to as a SALE AND LEASE-BACK TRANSACTION), unless either (ia) the Corporation Guarantor or such Manufacturing Restricted Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.06Condition 4.2, to issue, assume, extend, renew assume or replace guarantee Debt secured by a Mortgage mortgage upon such Domestic Manufacturing Principal Property at least equal in amount to the Attributable Debt in respect of such arrangement without equally and ratably rateably securing the Securities; Notes, provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and lease-back Condition 4.2 or 4.3 to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), Condition 4.2; or (iib) the Corporation Guarantor shall apply an amount in cash equal to the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 120 days of the effective date of any such arrangement, of Debt of the Corporation Guarantor or any Manufacturing Restricted Subsidiary (other than Debt owned by the Corporation Guarantor or any Manufacturing SubsidiaryRestricted Subsidiary and other than Debt of the Guarantor which is subordinated to the Notes) which by its terms matures at, at or is extendible or renewable at the option of the obligor to, to a date more than twelve months after the date of the creation of such Debt. The term ATTRIBUTABLE DEBT shall mean the present value (discounted at the actual percentage rate inherent in such arrangement as determined in good faith by the Guarantor, compounded semi-annually) of the obligation of a lessee for rental payments during the remaining term of any lease (including any period for which such lease has been extended). Such rental payments shall not include amounts payable by the lessee for maintenance and repairs, insurance, taxes, assessments and similar charges and for contingent rents (such as those based on sales). In case of any lease which is terminable by the lessee upon the payment of a penalty, such rental payments shall also include such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated. Any determination of any actual percentage rate inherent in any such arrangement made in good faith by the Guarantor shall be binding and conclusive.

Appears in 1 contract

Samples: Agency Agreement (Kellogg Co)

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall Guarantor will not, nor shall will it permit any Manufacturing Subsidiary to, enter into any arrangement with any person providing for the leasing by the Corporation Guarantor or any Manufacturing Subsidiary of any Principal Domestic Manufacturing Property owned by the Corporation Guarantor or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases for a term of not more than three five years and except for leases between the Corporation Guarantor and a Manufacturing Subsidiary or between Manufacturing Subsidiaries), which property has been or is to be sold or transferred by the Corporation Guarantor or such Manufacturing Subsidiary to such person, unless either (i) the Corporation Guarantor or such Manufacturing Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.06above, to issue, assume, extend, renew or replace Debt secured by a Mortgage upon such Domestic Manufacturing Property property equal in amount to the Attributable Debt in respect of such arrangement without equally and ratably securing the SecuritiesGuarantees; provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 5.07 and this covenant on limitation on sale and lease-lease- back to be Debt subject to the provisions of such the covenant on limitation on liens described above (which provisions include the exceptions set forth in clauses (iclauses(i) through (vvi) of such covenant), or (ii) the Corporation Guarantor shall apply an amount in cash equal to the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 days of the effective date of any such arrangement, of Debt of the Corporation Guarantor or any Manufacturing Subsidiary (other than Debt owned by the Corporation Guarantor or any Manufacturing Subsidiary) which by its terms matures at, at or is extendible or renewable at the option of the obligor to, to a date more than twelve months after the date of the creation of such Debt.

Appears in 1 contract

Samples: General Motors Corp

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall The Guarantor will not, nor shall will it permit any Manufacturing Restricted Subsidiary to, enter into any arrangement with any person providing for the leasing by the Corporation Guarantor or any Manufacturing Restricted Subsidiary of any Domestic Manufacturing Principal Property of the Guarantor or any Restricted Subsidiary (whether such Principal Property is now owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued hereafter acquired) (except for temporary leases for a term of not more than three years and except for leases between the Corporation Guarantor and a Manufacturing Restricted Subsidiary or between Manufacturing Restricted Subsidiaries), which property Principal Property has been or is to be sold or transferred by the Corporation Guarantor or such Manufacturing Restricted Subsidiary to such personperson (herein referred to as a SALE AND LEASE-BACK TRANSACTION), unless either (ia) the Corporation Guarantor or such Manufacturing Restricted Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.06paragraph 5, to issue, assume, extend, renew assume or replace guarantee Debt secured by a Mortgage mortgage upon such Domestic Manufacturing Principal Property at least equal in amount to the Attributable Debt in respect of such arrangement without equally and ratably rateably securing the Securities; Notes, provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and lease-back paragraph 5 or 6 to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), paragraph 5; or (iib) the Corporation Guarantor shall apply an amount in cash equal to the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 120 days of the effective date of any such arrangement, of Debt of the Corporation Guarantor or any Manufacturing Restricted Subsidiary (other than Debt owned by the Corporation Guarantor or any Manufacturing SubsidiaryRestricted Subsidiary and other than Debt of the Guarantor which is subordinated to the Notes) which by its terms matures at, at or is extendible or renewable at the option of the obligor to, to a date more than twelve months after the date of the creation of such Debt.

Appears in 1 contract

Samples: Agency Agreement (Kellogg Co)

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Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall The Company will not, nor shall will it permit any Manufacturing Restricted Subsidiary to, enter into any arrangement with any person Person providing for the leasing by the Corporation Company or any Manufacturing Restricted Subsidiary of any Domestic Manufacturing Principal Property of the Company or any Restricted Subsidiary (whether such Principal Property is now owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued hereafter acquired) (except for temporary leases for a term of not more than three years and except for leases between the Corporation Company and a Manufacturing Restricted Subsidiary or between Manufacturing Restricted Subsidiaries), which property Principal Property has been or is to be sold or transferred by the Corporation Company or such Manufacturing Restricted Subsidiary to such personPerson (herein referred to as a "Sale and Lease-Back Transaction"), unless either (ia) the Corporation Company or such Manufacturing Restricted Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.063.6, to issue, assume, extend, renew assume or replace guarantee Debt secured by a Mortgage mortgage upon such Domestic Manufacturing Principal Property at least equal in amount to the Attributable Debt in respect of such arrangement without equally and ratably securing the Securities; , provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 Sections 3.6 and this covenant on limitation on sale and lease-back 3.7 to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), Section 3.6; or (iib) the Corporation Company shall apply an amount in cash equal to the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 120 days of the effective date of any such arrangement, of Debt of the Corporation Company or any Manufacturing Restricted Subsidiary (other than Debt owned by the Corporation Company or any Manufacturing SubsidiaryRestricted Subsidiary and other than Debt of the Company which is subordinated to the Securities) which by its terms matures at, at or is extendible or renewable at the option of the obligor to, to a date more than twelve months after the date of the creation of such Debt.

Appears in 1 contract

Samples: Indenture (Kellogg Co)

Limitation on Sale and Lease-Back. For The following --------------------------------- provisions shall apply to the benefit Securities of the Holders of the Securitieseach series unless specifically otherwise provided in a Board Resolution, the Corporation shall Officers' Certificate or indenture supplemental hereto provided pursuant to Section 2.3. The Issuer will not, nor shall will it permit any Manufacturing Subsidiary to, enter into any arrangement with any person Person providing for the leasing by the Corporation Issuer or any Manufacturing a Subsidiary of any Domestic Manufacturing Property owned by real property in the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued United States (except for temporary leases for a term of not more than three years and except for leases between the Corporation and a Manufacturing Subsidiary or between Manufacturing Subsidiariesyears), which property has been or is to be sold or transferred by the Corporation Issuer or such Manufacturing Subsidiary to such personPerson (herein referred to as a "Sale and Lease-Back Transaction"), unless either (ia) the Corporation Issuer or such Manufacturing Subsidiary would be entitled, pursuant entitled to the provisions of the covenant on limitation on liens described in Section 4.06, to issue, assume, extend, renew or replace Debt incur debt secured by a Mortgage upon such Domestic Manufacturing Property equal in amount on the property to the Attributable Debt in respect of such arrangement be leased without equally and ratably securing the Securities; provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Securities pursuant to Section 4.06 and this covenant on limitation on sale and lease-back to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant)3.6, or (iib) the Corporation shall Issuer shall, and in any such case the Issuer covenants that it will, apply an amount in cash equal to the Attributable Debt in respect fair value (as determined by the Board of such arrangement Directors) of the property so leased to the retirement (other than any mandatory retirement or by way of payment at maturityretirement), within 180 ninety days of the effective date of any such arrangementSale and Lease-Back Transaction, of Debt of the Corporation indebtedness for borrowed money incurred or any Manufacturing Subsidiary (other than Debt owned assumed by the Corporation or any Manufacturing Subsidiary) Issuer which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than twelve months after the date of the creation of such Debtdebt.

Appears in 1 contract

Samples: Indenture (Weyerhaeuser Co)

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall The Company will not, nor shall will it permit any Manufacturing Subsidiary to, enter into any arrangement with any person providing or entity that provides for the leasing by to the Corporation Company or any Manufacturing Subsidiary of any Domestic Manufacturing Principal Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases for a term of not more than three years and except for leases between the Corporation Company and a Manufacturing Subsidiary or between Manufacturing Subsidiaries), which property Principal Property has been or is to be sold or transferred by the Corporation Company or such Manufacturing Subsidiary to such person, unless either (ia) the Corporation Company or such Manufacturing Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.064.09, to issue, assume, extend, renew assume or replace guarantee Debt secured by a Mortgage upon such Domestic Manufacturing Principal Property at least equal in the amount to the Attributable Debt (as defined below) in respect of such arrangement without equally and ratably securing the outstanding Securities; provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 Sections 4.09 and this covenant on limitation on sale and lease-back 4.10 to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant)Section 4.09, or (iib) the Corporation Company shall apply an amount in cash equal to the greater of the net proceeds of such sale or the Attributable Debt in respect of such an arrangement to the retirement (other than 12 17 any mandatory retirement or by way of or payment at maturity), ) within 180 120 days of the effective date of any such arrangement, of Debt (except as otherwise provided by the terms of any series of outstanding Securities) of the Corporation or Company of any Manufacturing Subsidiary (other than the Debt owned owed by the Corporation Company or any Manufacturing Subsidiary to the Company or any Subsidiary) which by its terms matures at, at or is extendible or renewable at the option opinion of the obligor to, to a date more than twelve months after the date of the creation of such Debt.. For the purposes of this Section 4.10, the term "Attributable Debt" means, at the time of determination, the lesser of (a) the fair market value of such property (as determined by the Board of Directors of the Company) or (b) the present value (discounted at the rate implicit in the terms of the relevant lease) of the obligation of the lessee for net rental payments during the remaining term of the lease (including any period for which such lease has been extended). ARTICLE 5

Appears in 1 contract

Samples: Firstmiss Gold Inc

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall The Company will not, nor shall will it permit any Manufacturing Restricted Subsidiary to, to enter into any arrangement with any person providing that provides for the leasing by to the Corporation Company or any Manufacturing Restricted Subsidiary of any Domestic Manufacturing Principal Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases for a term of not more than three years and except for leases between the Corporation Company and a Manufacturing Restricted Subsidiary or between Manufacturing Restricted Subsidiaries), which property Principal Property has been or is to be sold or transferred by the Corporation Company or such Manufacturing Restricted Subsidiary to such person, unless either (ia) the Corporation Company or such Manufacturing Restricted Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.061010, to issue, assume, extend, renew assume or replace guarantee Debt secured by a Mortgage mortgage upon such Domestic Manufacturing Property property at least equal in amount to the Attributable Debt in respect of such arrangement without equally and ratably securing the Outstanding Securities; , provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 Sections 1010 and this covenant on limitation on sale and lease-back 1011 to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), Section 1010; or (iib) the Corporation Company shall apply an amount in cash equal to the greater of the net proceeds of such sale or the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 120 days of the effective date of any such arrangement, of Debt (except as otherwise provided by the terms of any series of Outstanding Securities) of the Corporation Company or any Manufacturing Restricted Subsidiary (other than Debt owned owed by the Corporation Company or any Manufacturing Restricted Subsidiary to the Company or any Restricted Subsidiary) which by its terms matures at, at or is extendible or renewable at the option of the obligor to, to a date more than twelve months after the date of the creation of such Debt.

Appears in 1 contract

Samples: Eastman Kodak Co

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall The Company will not, nor shall will it permit any Manufacturing Restricted Subsidiary to, enter into any arrangement with any person bank, insurance company or other lender or investor (not including the Company or any Restricted Subsidiary) or to which any such lender or investor is a party, providing for the leasing by the Corporation Company or any Manufacturing Restricted Subsidiary for a period, including renewals, in excess of three years, of any Domestic Manufacturing Principal Property of the Company or any Restricted Subsidiary (whether such Principal Property is now owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued hereafter acquired) (except for temporary leases for a term of not more than three years and except for leases between the Corporation Company and a Manufacturing Restricted Subsidiary or between Manufacturing Restricted Subsidiaries), which property Principal Property has been or is to be sold or transferred more than one year after the acquisition thereof or after the completion of construction and commencement of full operation thereof, by the Corporation Company or such Manufacturing Restricted Subsidiary to such personlender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such Principal Property (herein referred to as a "Sale and Lease-Back Transaction"), unless either (ia) the Corporation Company or such Manufacturing Restricted Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.064.05, to issue, assume, extend, renew assume or replace guarantee Debt secured by a Mortgage mortgage upon such Domestic Manufacturing Principal Property at least equal in amount to the Attributable Debt in respect of such arrangement without equally and ratably securing the Securities; provided, howeverPROVIDED, HOWEVER, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section Sections 4.05 and 4.06 and this covenant on limitation on sale and lease-back to be Debt subject to the provisions of Section 4.05 or (b) the Company within 270 days after the sale or transfer shall have been made by the Company or by any such covenant on limitation on liens (which provisions include Restricted Subsidiary, applies an amount equal to the exceptions set forth in clauses greater of (i) through (v) the net proceeds of the sale of the Principal Property sold and leased back pursuant to such covenant), or arrangement and (ii) the Corporation shall apply an amount fair market value of the Principal Property so sold and leased back at the time of entering into such arrangement (as determined by any two of the following: the chairman of the Board of Directors, its president, any vice president, its treasurer and its controller) to (x) the purchase of property, facilities or equipment (other than the property, facilities or equipment involved in cash such sale) having a value at least equal to the Attributable Debt in respect net proceeds of such arrangement to sale or (y) the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 days of the effective date of any such arrangement, of Debt of the Corporation Company (and any retirement of Securities of any series pursuant to this provision shall not be deemed to constitute a refunding operation or anticipated refunding operation for the purposes of any provision restricting any refunding operations with moneys borrowed having an interest cost to the Company in excess of a certain amount with respect to the Securities of such series); provided, that the amount to be applied to the retirement of Debt of the Company shall be reduced by (i) the principal amount of any Securities of any series (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to such series pursuant to a declaration in accordance with Section 6.01) delivered within 270 days after such sale to the Trustee for retirement and cancellation, and (ii) the principal amount of Debt, other than the Securities of any series, voluntarily retired by the Company within 270 days after such sale. Notwithstanding the foregoing, no retirement referred to in this clause (b) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any Manufacturing Subsidiary (other than Debt owned by the Corporation or any Manufacturing Subsidiary) which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than twelve months after the date of the creation of such Debtmandatory prepayment provision.

Appears in 1 contract

Samples: Sundstrand Corp /De/

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall The Company will not, nor shall will it permit any Manufacturing Restricted Subsidiary to, enter into any arrangement with any person providing Person that provides for the leasing by to the Corporation Company or any Manufacturing Restricted Subsidiary of any Domestic Manufacturing Principal Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases for a term of not more than three years and except for leases between the Corporation Company and a Manufacturing Restricted Subsidiary or between Manufacturing Restricted Subsidiaries), which property Principal Property has been or is to be sold or transferred by the Corporation Company or such Manufacturing Restricted Subsidiary to such person, unless either (ia) the Corporation Company or such Manufacturing Restricted Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.061009, to issue, assume, extend, renew assume or replace guarantee Debt secured by a Mortgage upon such Domestic Manufacturing Principal Property at least equal in the amount to the Attributable Debt in respect of such arrangement without equally and ratably securing the Outstanding Securities; provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 Sections 1009 and this covenant on limitation on sale and lease-back 1010 to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant)Section 1009, or (iib) the Corporation Company shall apply an amount in cash equal to the greater of the net proceeds of such sale or the Attributable Debt in respect of such an arrangement to the retirement (other than any mandatory retirement or by way of or payment at maturity), within 180 120 days of the effective date of any such arrangement, of Debt (except as otherwise provided by the terms of any series of Outstanding Securities) of the Corporation Company or any Manufacturing Restricted Subsidiary (other than the Debt owned owed by the Corporation Company or any Manufacturing -56- Restricted Subsidiary to the Company or any Restricted Subsidiary) which by its terms matures at, at or is extendible or renewable at the option opinion of the obligor to, to a date more than twelve months after the date of the creation of such Debt.

Appears in 1 contract

Samples: Northrop Grumman Corp /De/

Limitation on Sale and Lease-Back. For Subject to the benefit provisions of Article Twelve (to the Holders extent they are applicable to the Securities of the Securitiesany series), the Corporation shall Company will not, nor shall will it permit any Manufacturing Restricted Subsidiary to, enter into any arrangement with any person Person providing for the leasing by the Corporation Company or any Manufacturing Restricted Subsidiary of any Domestic Manufacturing Property owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (except for temporary leases for a term of not more than three years and except for leases between the Corporation and a Manufacturing Subsidiary or between Manufacturing Subsidiaries)Principal Property, which property Principal Property has been or is to be sold or transferred by the Corporation Company or such Manufacturing Restricted Subsidiary to such personPerson (whether such Principal Property is now owned or hereafter acquired), except for (i) temporary leases for a term, including any renewal, of not more than three years, (ii) leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries and (iii) leases entered into within 180 days after the completion of construction and commencement of full operation of a Principal Property (hereinafter, a "Sale and Lease Back Transaction"), unless either (ia) the Corporation Company or such Manufacturing Restricted Subsidiary would be entitled, pursuant to in accordance with the provisions of the covenant on limitation on liens described in Section 4.064.06 (other than provisions with respect to exempted indebtedness), to issue, assume, extend, renew or replace incur Debt secured by a Mortgage upon lien on such Domestic Manufacturing Property equal in amount to the Attributable Debt in respect of such arrangement property without equally and ratably securing the Securities; provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and lease-back to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), or (iib) the Corporation shall apply an amount in cash equal to the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), Company within 180 days of after the effective date of any the Sale and Lease-Back Transaction applies an amount equal to the Value of such arrangementtransaction to the voluntary retirement of its Funded Debt. For the purposes of this Article, of Debt "Value" shall mean an amount equal to the greater of the Corporation net proceeds of the sale or any Manufacturing Subsidiary transfer of the property leased pursuant to such Sale and Lease-Back Transaction, or the fair value in the opinion of the Board of Directors of the leased property at the time of entering into such Sale and Lease-Back Transaction. For the purposes of this Article, "Funded Debt" shall mean indebtedness (other than Debt owned including Securities) maturing by the Corporation or any Manufacturing Subsidiary) which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date thereof more than twelve months one year after the date of original creation thereof. The covenant contained in this Section will be subject to the creation of such Debtprovision for exempted indebtedness in Section 4.08.

Appears in 1 contract

Samples: Hussmann International Inc

Limitation on Sale and Lease-Back. For the benefit of the Holders of the Securities, the Corporation shall The Company will not, nor shall will it permit any Manufacturing Restricted Subsidiary to, enter into any arrangement with any person providing for the leasing by the Corporation Company or any Manufacturing Restricted Subsidiary of any Domestic Manufacturing Principal Property of the Company or any Restricted Subsidiary (whether such Principal Property is now owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued hereafter acquired) (except for temporary leases for a term of not more than three years and except for leases between the Corporation Company and a Manufacturing Restricted Subsidiary or between Manufacturing Restricted Subsidiaries), which property Principal Property has been or is to be sold or transferred by the Corporation Company or such Manufacturing Restricted Subsidiary to such personperson (herein referred to as a "Sale and Lease-Back Transaction"), unless either (ia) the Corporation Company or such Manufacturing Restricted Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described in Section 4.063.6, to issue, assume, extend, renew assume or replace guarantee Debt secured by a Mortgage mortgage upon such Domestic Manufacturing Principal Property at least equal in amount to the Attributable Debt in respect of such arrangement without equally and ratably securing the Securities; , provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 Sections 3.6 and this covenant on limitation on sale and lease-back 3.7 to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), Section 3.6; or (iib) the Corporation Company shall apply an amount in cash equal to the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 120 days of the effective date of any such arrangement, of Debt of the Corporation Company or any Manufacturing Restricted Subsidiary (other than Debt owned by the Corporation Company or any Manufacturing Subsidiary) which by its terms matures at, or is extendible or renewable at the option Restricted Subsidiary and other than Debt of the obligor to, a date more than twelve months after the date of the creation of such Debt.Company which

Appears in 1 contract

Samples: Indenture (Kellogg Co)

Limitation on Sale and Lease-Back. For Subject to the benefit provisions of Article Twelve (to the Holders extent they are applicable to the Securities of the Securitiesany series), the Corporation shall Company will not, nor shall will it permit any Manufacturing Restricted Subsidiary to, enter into any arrangement with any person providing for the leasing by the Corporation Company or any Manufacturing Restricted Subsidiary of any Domestic Manufacturing Principal Property (whether such Principal Property is now owned by the Corporation or by any Manufacturing Subsidiary on the date that the Securities are originally issued (hereafter acquired), except for temporary leases for a term term, including any renewal, of not more than three years and except for leases between the Corporation Company and a Manufacturing Restricted Subsidiary or between Manufacturing Restricted Subsidiaries), which property Principal Property has been or is to be sold or transferred by the Corporation Company or such Manufacturing Restricted Subsidiary to such personperson (hereinafter, a "Sale and Lease-Back Transaction"), unless either (i) the Corporation Company or such Manufacturing Restricted Subsidiary would be entitled, pursuant to in accordance with the provisions of the covenant on limitation on liens described in Section 4.064.05 (other than provisions with respect to exempted indebtedness), to issue, assume, extend, renew or replace incur Debt secured by a Mortgage upon lien on such Domestic Manufacturing Property equal in amount to the Attributable Debt in respect of such arrangement property without equally and ratably securing the Securities; provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described in Section 4.06 and this covenant on limitation on sale and lease-back to be Debt subject to the provisions of such covenant on limitation on liens (which provisions include the exceptions set forth in clauses (i) through (v) of such covenant), or (ii) the Corporation shall apply an amount in cash equal to the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), Company within 180 days of after the effective date of any the Sale and Lease-Back Transaction applies an amount equal to the Value of such arrangementtransaction to the voluntary retirement of its Funded Debt. For the purposes of this Article, of Debt "Value" shall mean an amount equal to the greater of the Corporation net proceeds of the sale or any Manufacturing Subsidiary transfer of the property leased pursuant to such Sale and Lease-Back Transaction, or the fair value in the opinion of the Board of Directors of the leased property at the time of entering into such Sale and Lease-Back Transaction. For the purposes of this Article, "Funded Debt" shall mean indebtedness (other than Debt owned including Securities) maturing by the Corporation or any Manufacturing Subsidiary) which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date thereof more than twelve months one year after the date of original creation thereof. The covenant contained in this Section will be subject to the creation of such Debtprovision for exempted indebtedness in Section 4.07.

Appears in 1 contract

Samples: Indenture (Illinois Tool Works Inc)

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