Common use of Limitations on Dispositions of Collateral Clause in Contracts

Limitations on Dispositions of Collateral. The Debtor will not directly or indirectly (through the sale of stock, merger or otherwise), without the prior written consent of the Agent, sell, transfer, lease or otherwise dispose of any of the Collateral, or attempt, offer or contract to do so except for (i) sales of Inventory in the ordinary course of its business for fair value in arm's-length transactions and (ii) so long as no Event of Default (or Potential Event of Default) has occurred and is continuing, dispositions in a commercially reasonable manner of Equipment which has become redundant, worn out or obsolete or which should be replaced so as to improve productivity, so long as the proceeds of any such disposition are (x) used to acquire replacement equipment which has comparable or better utility and equivalent or better value and which is subject to a first priority security interest in favor of the Agent therein, except as permitted by Section 6.2(a) of the Revolving Credit Agreement, or (y) applied to repay the Obligations. The inclusion of Proceeds of the Collateral under the security interests granted hereby shall not be deemed a consent by the Agent to any sale or disposition of any Collateral other than as permitted by this Section 4.13.

Limitations on Dispositions of Collateral. The Debtor will not directly or indirectly (through the sale of stock, merger or otherwise), without the prior written consent of the Agent, sell, transfer, lease or otherwise dispose of any of the Collateral, or attempt, offer or contract to do so except for (i) sales of Inventory in the ordinary course of its business for fair value in arm's-length transactions and (ii) so long as no Event of Default (or Potential Event of Default) has occurred and is continuing, dispositions in a commercially reasonable manner of Equipment which has become redundant, worn out or obsolete or which should be replaced so as to improve productivity, so long as the proceeds of any such disposition are (x) used to acquire replacement equipment which has comparable or better utility and equivalent or better value and which is subject to a first priority (or, as permitted by Section 2.1 hereof, a second priority) security interest in favor of the Agent therein, except as permitted by Section 6.2(a) of the Revolving Credit Agreement, or (y) applied to repay the Obligations. The inclusion of Proceeds of the Collateral under the security interests granted hereby shall not be deemed a consent by the Agent to any sale or disposition of any Collateral other than as permitted by this Section 4.13.

Limitations on Dispositions of Collateral. The Debtor Client will not directly or indirectly (through the sale of stockcompany interest, merger or otherwise), ) without the prior written consent of the Agent, Provider sell, transfer, lease or otherwise dispose of any of the Collateral, or attempt, offer or contract to do so except for (i) sales of Inventory in the ordinary course of its business for fair value in arm'sarm’s-length transactions in accordance with the Base Documents and (ii) so long as no Event of Default (or Potential Event of Default) has occurred and is continuing, dispositions in a commercially reasonable manner of Equipment which has become redundant, worn out or obsolete or which should be replaced so as to improve productivity, so long as the proceeds of any such disposition are (xi) used to acquire replacement equipment which has comparable or better utility and equivalent or better value and which is subject to a first priority security interest in favor of the Agent Provider therein, except as permitted by Section 6.2(a) of the Revolving Credit Agreement, 4.9 and except for Permitted Liens or (yii) applied to repay the Obligations. The inclusion of Proceeds of the Collateral under the security interests granted hereby shall not be deemed a consent by the Agent Provider to any sale or disposition of any Collateral other than as permitted by this Section 4.13.

Limitations on Dispositions of Collateral. The Debtor Grantor will not directly or indirectly (through the sale of stockcompany interest, merger or otherwise), ) without the prior written consent of the Agent, Secured Party sell, transfer, lease or otherwise dispose of any of the Collateral, or attempt, offer or contract to do so except for (i) sales of Inventory in the ordinary course of its business for fair value in arm'sarm’s-length transactions and (ii) so long as no Event of Default (or Potential Event of Default) has occurred and is continuing, dispositions in a commercially reasonable manner of Equipment which has become redundant, worn out or obsolete or which should be replaced so as to improve productivity, so long as the proceeds of any such disposition are (xi) used to acquire replacement equipment which has comparable or better utility and equivalent or better value and which is subject to a first priority security interest in favor of the Agent Secured Party therein, except as permitted by Section 6.2(a) of the Revolving Credit Agreement, 4.9 and except for Permitted Liens or (yii) applied to repay the Obligations. The inclusion of Proceeds of the Collateral under the security interests granted hereby shall not be deemed a consent by the Agent Secured Party to any sale or disposition of any Collateral other than as permitted by this Section 4.13.