Merger, Sale of Assets, Purchases, Etc. (a) Whether in one transaction or a series of transactions, wind up, liquidate or dissolve its affairs, or enter into any transaction of merger or consolidation, or sell or otherwise dispose of any capital stock of any Subsidiary of any Credit Party, or any of its property, stock or assets or agree to do or suffer any of the foregoing, except for:
Merger, Sale of Assets, Purchases, Etc. (a) Whether in one transaction or a series of transactions, wind up, liquidate or dissolve its affairs, or enter into any transaction of merger or consolidation, or sell, transfer, lease or otherwise dispose of any of its property, stock or assets (including any capital stock of any Subsidiary), or in the case of any Credit Party (other than RRI) or any Subsidiary of a Credit Party (other than Texas Genco or TG Holdco to the extent expressly permitted under Section 5.18 hereof), issue or become obligated to issue additional Equity Interests, or agree to do or suffer any of the foregoing, except for:
Merger, Sale of Assets, Purchases, Etc. The Partnership shall not merge into or consolidate with any other Person or sell, lease, transfer or otherwise dispose of any assets other than (a) sales of electric power pursuant to the Power Purchase Agreement, of steam pursuant to the Steam Purchase Agreement and of any other by-products of the fuel combustion process of the Facility; (b) sales, transfers and other dispositions of assets permitted by Section 14.6(a) hereof; and (c)
Merger, Sale of Assets, Purchases, Etc. The Partnership shall not merge into or consolidate with any other Person, change its form of organization or its business, or liquidate or dissolve itself (or suffer any liquidation or dissolution), or sell, lease, transfer or otherwise dispose of any assets other than sales of electric power or steam pursuant to the Power Purchase Agreement or the Steam Sales Agreement, sales of natural gas permitted by the Fuel Management Plan, the sale of the Facility to the Owner Trustee pursuant to Section 5 hereof and sales, transfers and other dispositions of assets permitted by Section 8(f) of the Facility Lease. The Partnership will not purchase or acquire any assets other than (x) the purchase of assets in connection with the completion of the Project, (y) the purchase of assets in the ordinary course of business reasonably required in connection with the operation and maintenance of the Project and (z) Permitted Investments. The Partnership will not create any Subsidiaries.
Merger, Sale of Assets, Purchases, Etc. The Borrower shall not -------------------------------------- merge into or consolidate with any other Person, change its form of organization or its business, or liquidate or dissolve itself (or suffer any liquidation or dissolution), or sell, lease, transfer or otherwise dispose of all or any substantial portion of its assets other than sales of interests in the Borrower which are permitted by the Amended and Restated Partnership Agreement. During the Pre-Completion Loan Period, the Borrower will not purchase or acquire any assets other than (x) Permitted Investments and (y) any other assets approved by the Lender.
Merger, Sale of Assets, Purchases, Etc. The Borrower shall not merge -------------------------------------- into or consolidate with any other Person, acquire any other Person, allow any other Person to merge into it, acquire all or substantially all of the assets or any of the stock of any other Person, change its form of organization or its business, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or sell, transfer, assign, discount, lease, encumber, or otherwise dispose of all or substantially all of its assets, or sell, transfer, assign, discount, lease or otherwise dispose of any of the Property or Collateral except for (i) the sale of Inventory in the ordinary course of business, (ii) the sale or other disposition in the ordinary course of business of obsolete or worn-out equipment or other property no longer useful in the businesses conducted by the Borrower, and (iii) transactions contemplated by Section 2.5, Section 4.12 or other provisions of this Agreement or the other Loan Documents; provided, that, Borrower shall be entitled, upon prior written notice to Lender, to so merge with or acquire any other Person or acquire assets of another Person so long as Borrower can demonstrate to the reasonable satisfaction of Lender (as demonstrated by a written consent of Lender) that following said act the Borrower (on a consolidated basis) will, on a pro forma basis, comply with the FCCR and Total Debt to EBIDTA tests for the next succeeding twelve (12) months.
Merger, Sale of Assets, Purchases, Etc. The Borrower shall not merge into or consolidate with any other Person, change its form of organization or its business, or liquidate or dissolve itself (or suffer any liquidation or dissolution), or sell, lease, transfer or otherwise dispose of all or any substantial portion of its assets other than sales of interests in the Borrower which are permitted by the Amended and Restated Partnership Agreement.
Merger, Sale of Assets, Purchases, Etc. The Borrower shall not merge into or consolidate with any other Person, change its form of organization or its business, or liquidate or dissolve itself (or suffer any liquidation or dissolution) or sell, lease, transfer or otherwise dispose of any assets other than (a) sales of electric power pursuant to the Power Purchase Agreements, sales of steam pursuant to the Steam Purchase Agreement and sales of any other by-products of the fuel combustion process of the Facility; (b) any merger, consolidation or disposition (i) which does not have a material adverse effect upon the financial condition or net worth of the Borrower and (ii) after which the Borrower remains a wholly-owned direct or indirect subsidiary of Cogentrix Energy, (c) any sale, transfer or disposition of assets permitted under Section 17.05, (d) sales of Permitted Investments for cash or other Permitted Investments, (e) sales of Bonds by the Remarketing Agent on its behalf and (f) any sale for cash of any Allowance owned by the Borrower; provided that the Borrower receives fair market value for such Allowance. The Borrower will not purchase or acquire any assets other than (w) the purchase of assets in connection with the acquisition and construction of the Project, (x) the purchase of assets in the ordinary course of business reasonably required in connection with the operation and maintenance of the Facility, including, without limitation, the purchase of any Allowances pursuant to Section 10.16, (y) Permitted Investments and (z) the purchase of Bonds pursuant to Sections 2.09 and 2.10 of the Indenture.
Merger, Sale of Assets, Purchases, Etc. (a) Except as provided in Section 9.4(b), merge into or consolidate with any other Person, change its form of organization or its business, or liquidate or dissolve itself (or suffer any liquidation or dissolution), or sell, lease, transfer or otherwise dispose of any assets other than (i) sales of salt in the ordinary course of business and (ii) sales of those assets disposed of in the ordinary course of business and not in excess of $5,000,000 in the aggregate in any year.
Merger, Sale of Assets, Purchases, Etc. The Borrower shall not merge into or consolidate with any other Person, change its form of organization or its business, or liquidate or dissolve itself (or suffer any liquidation or dissolution), or sell, lease, transfer or otherwise dispose of all or any material part of the Project or any substantial portion of the Borrower's other assets (including, without limitation, the Site) other than sales of electric power and sales of steam. The Borrower will not purchase or acquire any assets other than (x) the purchase of assets in connection with the completion, operation and/or maintenance of the Project, (y) Permitted Investments and (z) as may be permitted by Section 15 of the Capital Contribution Agreement.
