Common use of Limitation on Sale of Assets Clause in Contracts

Limitation on Sale of Assets. Seller shall not convey, sell, lease, assign, transfer or otherwise dispose of (collectively, “Transfer”), all or substantially all of its Property, business or assets (including, without limitation, receivables and leasehold interests) whether now owned or hereafter acquired outside of the ordinary course of its business unless, following such Transfer, Seller shall be in compliance with all of the other representations, warranties and covenants set forth in this Agreement.

Limitation on Sale of Assets. Except in connection with the Program Documents or any securitization transaction, Seller shall not convey, sell, lease, assign, transfer or otherwise dispose of (collectively, “Transfer”), all or substantially all of its Property, business or assets (including, without limitation, receivables and leasehold interests) whether now owned or hereafter acquired outside of the ordinary course or allow any Subsidiary to Transfer substantially all of its assets to any Person; provided, that Seller may after prior written notice to Buyer allow such action with respect to any Subsidiary which is not a material part of Seller’s overall business unless, following such Transfer, Seller shall be in compliance with all of the other representations, warranties and covenants set forth in this Agreementoperations.

Limitation on Sale of Assets. Seller shall not convey, sell, lease, assign, transfer or otherwise dispose of (collectively, “Transfer”), ) all or substantially all of its Propertyproperty, business or assets (including, without limitation, including receivables and leasehold interests) whether now owned or hereafter acquired outside acquired, other than sales of Mortgage Loans, Participation Certificates and related assets in the ordinary course of its business unless, following such Transfer, Seller shall be in compliance with all of the other representations, warranties Seller’s loan origination and covenants set forth in this Agreementservicing business.

Limitation on Sale of Assets. Seller shall not convey, sell, lease, assign, transfer or otherwise dispose of (collectively, “Transfer”), ) all or substantially all of its Propertyproperty, business or assets (including, without limitation, including receivables and leasehold interests) whether now owned or hereafter acquired outside acquired, other than sales of Mortgage Loans and related assets in the ordinary course of its business unless, following such Transfer, Seller shall be in compliance with all of the other representations, warranties Seller’s loan origination and covenants set forth in this Agreementservicing business.

Limitation on Sale of Assets. Seller shall not convey, sell, lease, assign, transfer or otherwise dispose of (collectively, “Transfer”), all or substantially all of its Propertyproperty, business or assets (including, without limitation, including receivables and leasehold interests) whether now owned or hereafter acquired outside of the ordinary course or allow any of its business unless, following such Transfer, Seller shall be in compliance with Subsidiaries to Transfer all or substantially all of the other representations, warranties and covenants set forth in this Agreementits assets to any Person.

Limitation on Sale of Assets. Seller shall not convey, sell, lease, assign, transfer or otherwise dispose of (collectively, “Transfer”), all or substantially all of its Property, business or assets (including, without limitation, receivables and leasehold interests) whether now owned or hereafter acquired outside of the ordinary course of its business unless, following such Transfer, Seller shall be in compliance with all of the other representations, warranties and covenants set forth in this Agreementto any Person.

Limitation on Sale of Assets. Seller shall not convey, sell, lease, assign, transfer or otherwise dispose of (collectively, “Transfer”), all or substantially all of its Property, business or assets (including, without limitation, receivables and leasehold interests) whether now owned or hereafter acquired outside of the ordinary course of its business unless, following such Transfer, Seller shall be in compliance with all of the other representations, warranties and covenants set forth in this Agreementbusiness.

Limitation on Sale of Assets. Seller shall not convey, sell, lease, assign, transfer or otherwise dispose of (collectively, “Transfer”), all or substantially all of its Property, business or assets (including, without limitation, receivables and leasehold interests) whether now owned or hereafter acquired outside of the ordinary course or allow any Subsidiary to Transfer substantially all of its assets to any Person; provided, that Seller may after prior written notice to Buyer allow such action with respect to any Subsidiary which is not a material part of Seller’s overall business unless, following such Transfer, Seller shall be in compliance with all of the other representations, warranties and covenants set forth in this Agreementoperations.

Limitation on Sale of Assets. Seller shall not convey, sell, lease, assign, transfer or otherwise dispose of (collectively, “Transfer”), all or substantially all of its Propertyproperty, business or assets (including, without limitation, including receivables and leasehold interests) whether now owned or hereafter acquired outside acquired, other than sales of Mortgage Loans and related assets in the ordinary course of its business unless, following such Transfer, Seller shall be in compliance with all of the other representations, warranties Seller’s mortgage origination and covenants set forth in this Agreementservicing business.

Limitation on Sale of Assets. Seller shall not convey, sell, lease, assign, transfer or otherwise dispose of (collectively, “Transfer”), all or substantially all of its Propertyproperty, business or assets (including, without limitation, receivables and leasehold interests) whether now owned or hereafter acquired outside of the ordinary course or allow any of its business unless, following such Transfer, Seller shall be in compliance with Subsidiaries to Transfer all or substantially all of the other representations, warranties and covenants set forth in this Agreementits assets to any Person.

Limitation on Sale of Assets. Seller shall not convey, sell, lease, assign, transfer or otherwise dispose of (collectively, “Transfer”), all or substantially all of its Property, business or assets (including, without limitation, receivables and leasehold interests) whether now owned or hereafter acquired outside of the ordinary course of its business unless, following such Transfer, Seller shall be in compliance with all of the other representations, warranties and covenants set forth in this Agreement.

Limitation on Sale of Assets. Seller shall not convey, sell, lease, assign, transfer or otherwise dispose of (collectively, “Transfer”), all or substantially all of its Propertyproperty, business or assets (including, without limitation, receivables and leasehold interests) whether now owned or hereafter acquired outside of the ordinary course or allow any of its business unless, following such Transfer, Seller shall be in compliance with Subsidiaries to Transfer all or substantially all of the other representationsits assets to any Person; provided, warranties and covenants set forth in this Agreementthat Seller may, after at least ten (10) days’ prior written notice to Administrative Agent, allow such action with respect to any Subsidiary which is not a material part of Seller’s overall business operations.

Limitation on Sale of Assets. Neither Seller shall not convey, sell, lease, assign, transfer or otherwise dispose of (collectively, “Transfer”), all or substantially all of its Propertyproperty, business or assets (including, without limitation, including receivables and leasehold interests) whether now owned or hereafter acquired outside of the ordinary course or allow any of its business unless, following such Transfer, Seller shall be in compliance with Subsidiaries to Transfer all or substantially all of the other representations, warranties and covenants set forth in this Agreementits assets to any Person.

Limitation on Sale of Assets. Seller shall not convey, sell, lease, assign, transfer or otherwise dispose of (collectively, “Transfer”), all or substantially all of its Propertyproperty, business or assets (including, without limitation, receivables and leasehold interests) whether now owned or hereafter acquired outside of the ordinary course or allow any of its business unless, following such Transfer, Seller shall be in compliance with Subsidiaries to Transfer all or substantially all of the other representations, warranties and covenants set forth in this Agreement.its assets to any Person. (n)

Limitation on Sale of Assets. Seller shall not convey, sell, lease, assign, transfer or otherwise dispose of (collectively, “Transfer“ Transfer ”), all or substantially all of its Property, business or assets (including, without limitation, receivables and leasehold interests) whether now owned or hereafter acquired outside of the ordinary course or allow any Subsidiary to Transfer substantially all of its assets to any Person; provided, that Seller may after prior written notice to Buyer allow such 49 action with respect to any Subsidiary which is not a material part of Seller’s overall business unless, following such Transfer, Seller shall be in compliance with all of the other representations, warranties and covenants set forth in this Agreementoperations.

Limitation on Sale of Assets. Seller shall not convey, sell, lease, assign, transfer or otherwise dispose of (collectively, “Transfer”), all or substantially all of its Propertyproperty, business or assets (including, without limitation, receivables and leasehold interests) whether now owned or hereafter acquired outside of the ordinary course or allow any Subsidiary to Transfer substantially all of its assets to any Person; provided, that Seller may after prior written notice to Buyer allow such action with respect to any Subsidiary which is not a material part of Seller’s overall business unless, following such Transfer, Seller shall be in compliance with all of the other representations, warranties and covenants set forth in this Agreementoperations.

Limitation on Sale of Assets. Seller shall not convey, sell, lease, assign, transfer or otherwise dispose of (collectively, “"Transfer”"), all or substantially all of its Property, business or assets (including, without limitation, receivables and leasehold interests) whether now owned or hereafter acquired outside or allow any Subsidiary to Transfer substantially all of its assets to any Person; provided, that the Seller may after prior written notice to the Buyer allow such action with respect to any Subsidiary which is not a material part of the ordinary course of its Seller's overall business unless, following such Transfer, Seller shall be in compliance with all of the other representations, warranties and covenants set forth in this Agreementoperations.

Limitation on Sale of Assets. Seller shall not convey, sell, lease, assign, transfer or otherwise dispose of (collectively, “Transfer”), all or substantially all of its Propertyproperty, business or assets (including, without limitation, receivables and leasehold interests) whether now owned or hereafter acquired outside or allow any of its Subsidiaries to Transfer all or substantially all of its assets to any Person; provided that Seller may (i) allow such action with respect to any Subsidiary which is not a material part of Seller’s overall business operations and (ii) sell Mortgage Loans in the ordinary course of its business unlessbusiness, following such Transfer, Seller shall be in compliance including pursuant to mortgage repurchase facilities with all of the other representations, warranties and covenants set forth in this Agreementthird parties.

Limitation on Sale of Assets. Seller shall not convey, sell, lease, assign, transfer or otherwise dispose of (collectively, “Transfer”), all or substantially all of its Propertyproperty, business or assets (including, without limitation, receivables and leasehold interests) whether now owned or hereafter acquired outside of the ordinary course or allow any of its business unless, following such Transfer, Seller shall be in compliance with Subsidiaries to Transfer all or substantially all of the other representationsits assets to any Person; provided, warranties and covenants set forth in this Agreementthat Seller may, after at least ten (10) days’ prior written notice to Buyer, allow such action with respect to any Subsidiary which is not a material part of Seller’s overall business operations.

Limitation on Sale of Assets. Except for sales and other dispositions, including securitizations, in the ordinary course of Seller’s or its Material Subsidiaries’ business or as otherwise authorized by this Agreement, Seller shall not, and shall not permit any of its Material Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of (collectively, “Transfer”), all or substantially all of its Propertyproperty, business or assets (including, without limitation, including receivables and leasehold interests) whether now owned or hereafter acquired outside of the ordinary course of its business unless, following such Transfer, Seller shall be in compliance with all of the other representations, warranties and covenants set forth in this Agreementacquired.

Limitation on Sale of Assets. Seller shall not convey, sell, lease, assign, transfer or otherwise dispose of (collectively, “Transfer”), all or substantially all of its Property, business or assets (including, without limitation, receivables and leasehold interests) whether now owned or hereafter acquired outside or allow any Subsidiary to Transfer substantially all of its assets to any Person; provided, that the Seller may after prior written notice to the Buyer allow such action with respect to any Subsidiary which is not a material part of the ordinary course of its Seller’s overall business unless, following such Transfer, Seller shall be in compliance with all of the other representations, warranties and covenants set forth in this Agreementoperations.

Limitation on Sale of Assets. Seller shall not convey, sell, lease, assign, transfer or otherwise dispose of (collectively, “Transfer”), all or substantially all of its Propertyproperty, business or assets (including, without limitation, including receivables and leasehold interests) whether now owned or hereafter acquired outside of the ordinary course or allow any of its business unless, following such Transfer, Seller shall be in compliance with Subsidiaries to Transfer all or substantially all of the other representationsits assets to any Person; provided that Seller may, warranties and covenants set forth in this Agreementafter at least [***] prior written notice to Buyer, allow such action with respect to any Subsidiary that is not a material part of Seller’s overall business operations.

Limitation on Sale of Assets. Seller shall not convey, sell, lease, assign, transfer or otherwise dispose of (collectively, “Transfer”), all or substantially all of its Property, business or assets (including, without limitation, receivables and leasehold interests) whether now owned or hereafter acquired outside or allow any Subsidiary to Transfer substantially all of its assets to any Person, unless such Transfer is in the ordinary course of its business unless, following such Transfer, Seller shall be in compliance with all of the other representations, warranties and covenants set forth in this AgreementSeller or any of its Subsidiaries.

Limitation on Sale of Assets. Except in connection with (i) the Program Documents or any securitization transaction or (ii) the Discover Financial Transaction, Seller shall not convey, sell, lease, assign, transfer or otherwise dispose of (collectively, “Transfer”), all or substantially all of its Property, business or assets (including, without limitation, receivables and leasehold interests) whether now owned or hereafter acquired outside of the ordinary course or allow any Subsidiary to Transfer substantially all of its assets to any Person; provided, that Seller may after prior written notice to Buyer allow such action with respect to any Subsidiary which is not a material part of Seller’s overall business unless, following such Transfer, Seller shall be in compliance with all of the other representations, warranties and covenants set forth in this Agreementoperations.