Common use of Mergers, Consolidations and Sales of Assets Clause in Contracts

Mergers, Consolidations and Sales of Assets. Neither Borrower will, nor will it permit any of its Material Subsidiaries to, (i) consolidate with or be a party to merger with any other Person or (ii) sell, lease or otherwise dispose of all or a "substantial part" of the assets of such Borrower and its Subsidiaries; provided, however, that (w) the foregoing shall not prohibit any sale, lease, transfer or disposition to which the Required Lenders have consented, such consent not to by unreasonably withheld if (A) such transaction does not result in a downgrade of either Borrower's S&P Rating or Moody's Rating, (B) such transaction is for cash consideratixx (xx other consideration acceptable to the Required Lenders) in an amount not less than the fair market value of the applicable assets, and (C) such transaction, when combined with all other such transactions, would not have a Material Adverse Effect, taken as a whole, (x) any Subsidiary of a Borrower may merge or consolidate with or into or sell, lease or otherwise convey all or a substantial part of its assets to a Borrower or any Subsidiary of which a Borrower holds (directly or indirectly) at least the same percentage equity ownership; provided that in any such merger or consolidation involving a Borrower, such Borrower shall be the surviving or continuing corporation, and (y) a Borrower and its Subsidiaries may sell inventory in the ordinary course of business. As used in this Section 7.11, a sale, lease, transfer or disposition of assets during any fiscal year shall be deemed to be of a "substantial part" of the consolidated assets of a Borrower 32 and its Subsidiaries if the net book value of such assets, when added to the net book value of all other assets sold, leased, transferred or disposed of by such Borrower and its Subsidiaries during such fiscal year (other than obsolete or surplus Property and inventory in the ordinary course of business) exceeds ten percent (10%) of the total assets of such Borrower and its Subsidiaries, determined on a consolidated basis as of the last day of the immediately preceding fiscal year.

Mergers, Consolidations and Sales of Assets. Neither Borrower will, nor will it permit any of its Material Subsidiaries to, (i) consolidate with or be a party to merger with any other Person or (ii) sell, lease or otherwise dispose of all or a "substantial part" of the assets of such Borrower and its Subsidiaries; provided, however, that (w) the foregoing shall not prohibit any sale, lease, transfer or disposition to which the Required Lenders have consented, such consent not to by be unreasonably withheld if (A) such transaction does not result in a downgrade of either Borrower's S&P Rating or Moody's Rating, (B) such transaction is for cash consideratixx consideration (xx other or xxxxx consideration acceptable to the Required Lenders) in an amount not less than the fair market value of the applicable assets, and (C) such transaction, when combined with all other such transactions, would not have a Material Adverse Effect, taken as a whole, (x) any Subsidiary of a Borrower may merge or consolidate with or into or sell, lease or otherwise convey all or a substantial part of its assets to a Borrower or any Subsidiary of which a Borrower holds (directly or indirectly) at least the same percentage equity ownership; provided that in any such merger or consolidation involving a Borrower, such Borrower shall be the surviving or continuing corporation, and (y) a Borrower and its Subsidiaries may sell inventory in the ordinary course of business. As used in this Section 7.11, a sale, lease, transfer or disposition of assets during any fiscal year shall be deemed to be of a "substantial part" of the consolidated assets of a Borrower 32 and its Subsidiaries if the net book value of such assets, when added to the net book value of all other assets sold, leased, transferred or disposed of by such Borrower and its Subsidiaries during such fiscal year (other than obsolete or surplus Property and inventory in the ordinary course of business) exceeds ten percent (10%) of the total assets of such Borrower and its Subsidiaries, determined on a consolidated basis as of the last day of the immediately preceding fiscal year.

Mergers, Consolidations and Sales of Assets. Neither (a) Borrower willwill not, nor and will it not permit any of its Material Subsidiaries to, (i) consolidate with or be a party to merger with any other Person or (ii) sell, lease or otherwise dispose of all or a "“substantial part" ” of the assets of such Borrower and its Subsidiaries; provided, however, that (v) the foregoing shall not prohibit any sale, lease, transfer or disposition of assets, other than equity interests in or the assets of Black Hills Power, Inc. and Cheyenne Light, Fuel and Power Company, solely to the extent and so long as (A) such transaction does not result in a downgrade of Borrower’s S&P Rating or Borrower’s Xxxxx’x Rating, (B) such transaction is for cash consideration (or other consideration acceptable to the Required Banks) in an amount not less than the fair market value of the applicable assets, (C) such transaction, when combined with all other such transactions, would not have a Material Adverse Effect, taken as a whole, and (D) such transaction is consummated (and all consideration therefore is received by Borrower or its applicable Subsidiary) on or before the date which is eighteen (18) months after the Initial Loan Date, (w) the foregoing shall not prohibit any sale, lease, transfer or disposition to which the Required Lenders Banks have consented, such consent not to by unreasonably withheld if (A) such transaction does not result in a downgrade of either Borrower's ’s S&P Rating or Moody's Xxxxx’x Rating, (B) such transaction is for cash consideratixx consideration (xx or other consideration acceptable to the Required LendersBanks) in an amount not less than the fair market value of the applicable assets, and (C) such transaction, when combined with all other such transactions, would not have a Material Adverse Effect, taken as a whole, (x) any Subsidiary of a Borrower may merge or consolidate with or into or sell, lease or otherwise convey all or a substantial part of its assets to a Borrower or any Subsidiary of which a Borrower holds (directly or indirectly) at least the same percentage equity ownership; provided that in any such merger or consolidation involving a Borrower, such Borrower shall be the surviving or continuing corporation, and (y) a Borrower and its Subsidiaries may sell inventory inventory, reserves and electricity in the ordinary course of business. As used in this Section 7.11, and (z) Borrower may enter into a salemerger with, lease, transfer or disposition of assets during any fiscal year shall be deemed to be of a "substantial part" of the consolidated assets of a Borrower 32 and its Subsidiaries if the net book value of such assets, when added to the net book value acquisition of all other assets soldof, leased, transferred or disposed of by such Borrower and its Subsidiaries during such fiscal year (other than obsolete or surplus Property and inventory in the ordinary course of business) exceeds ten percent (10%) of the total assets of such Borrower and its Subsidiaries, determined on a consolidated basis as of the last day of the immediately preceding fiscal year.another Person so long as:

Mergers, Consolidations and Sales of Assets. Neither The Borrower willwill not, nor will it permit any of its Material Subsidiaries to, (i) consolidate with or be a party to merger with any other Person or (ii) sell, lease or otherwise dispose of all or a "“substantial part" ” of the assets of such the Borrower and its Subsidiaries; provided, however, that (w) the foregoing shall not prohibit any sale, lease, transfer or disposition to which the Required Lenders have consented, such consent not to by unreasonably withheld if (A) such transaction does not result in a downgrade of either the Borrower's ’s S&P Rating below BBB, Fitch Rating below BBB or Moody's RatingXxxxx’x Rating below Baa2, (B) such transaction is for the cash consideratixx consideration (xx or other consideration acceptable to the Required Lenders) for such transaction shall be in an amount not less than 75% of the fair market value of the applicable assets, and (C) such transaction, when combined with all other such transactions, would not have a Material Adverse Effect, taken as a whole, (x) any Subsidiary of a the Borrower may merge or consolidate with or into or sell, lease or otherwise convey all or a substantial part of its assets to a the Borrower or any Subsidiary of which a the Borrower holds (directly or indirectly) at least the same percentage equity ownership; provided that in any such merger or consolidation involving a the Borrower, such the Borrower shall be the surviving or continuing corporation, and (y) a the Borrower and its Subsidiaries may sell inventory in the ordinary course of business. As used in this Section 7.11, a sale, lease, transfer or disposition of assets during any fiscal year shall be deemed to be of a "“substantial part" ” of the consolidated assets of a the Borrower 32 and its Subsidiaries if the net book value of such assets, when added to the net book value of all other assets sold, leased, transferred or disposed of by such the Borrower and its Subsidiaries during such fiscal year (other than obsolete or surplus Property and 1663651.11-New York Server 7A - MSW inventory in the ordinary course of business) exceeds ten percent (10%) of the total assets of such the Borrower and its Subsidiaries, determined on a consolidated basis as of the last day of the immediately preceding fiscal year.

Mergers, Consolidations and Sales of Assets. Neither The Borrower willwill not, nor will it permit any of its Material Subsidiaries to, (i) consolidate with or be a party to merger with any other Person or (ii) sell, lease or otherwise dispose of all or a "substantial part" of the assets of such the Borrower and its Subsidiaries; provided, however, that (w) the foregoing shall not prohibit any sale, lease, transfer or disposition to which the Required Lenders have consented, such consent not to by unreasonably withheld if (A) such transaction does not result in a downgrade of either the Borrower's S&P Rating or Moody's Rating, (B) such transaction is for cash consideratixx consideration (xx other ox xxxxx consideration acceptable to the Required Lenders) in an amount not less than the fair market value of the applicable assets, and (C) such transaction, when combined with all other such transactions, would not have a Material Adverse Effect, taken as a whole, (x) any Subsidiary of a the Borrower may merge or consolidate with or into or sell, lease or otherwise convey all or a substantial part of its assets to a the Borrower or any Subsidiary of which a the Borrower holds (directly or indirectly) at least the same percentage equity ownership; provided that in any such merger or consolidation involving a the Borrower, such the Borrower shall be the surviving or continuing corporation, and (y) a the Borrower and its Subsidiaries may sell inventory in the ordinary course of business. 32 As used in this Section 7.11, a sale, lease, transfer or disposition of assets during any fiscal year shall be deemed to be of a "substantial part" of the consolidated assets of a the Borrower 32 and its Subsidiaries if the net book value of such assets, when added to the net book value of all other assets sold, leased, transferred or disposed of by such the Borrower and its Subsidiaries during such fiscal year (other than obsolete or surplus Property and inventory in the ordinary course of business) exceeds ten percent (10%) of the total assets of such the Borrower and its Subsidiaries, determined on a consolidated basis as of the last day of the immediately preceding fiscal year.

Mergers, Consolidations and Sales of Assets. Neither The Borrower willwill not, nor will it permit any of its Material Subsidiaries to, (i) consolidate with or be a party to merger with any other Person or (ii) sell, lease or otherwise dispose of all or a "substantial part" of the assets of such the Borrower and its Subsidiaries; provided, however, that (w) the foregoing shall not prohibit any sale, lease, transfer or disposition to which the Required Lenders have consented, such consent not to by be unreasonably withheld if (A) such transaction does not result in a downgrade of either the Borrower's S&P Rating or Moody's Rating, (B) such transaction is for cash consideratixx consideration (xx other consideration or xxxxx xonsideration acceptable to the Required Lenders) in an amount not less than the fair market value of the applicable assets, and (C) such transaction, when combined with all other such transactions, would not have a Material Adverse Effect, taken as a whole, (x) any Subsidiary of a the Borrower may merge or consolidate with or into or sell, lease or otherwise convey all or a substantial part of its assets to a the Borrower or any Subsidiary of which a the Borrower holds (directly or indirectly) at least the same percentage equity ownership; provided that in any such merger or consolidation involving a the Borrower, such the Borrower shall be the surviving or continuing corporation, and (y) a the Borrower and its Subsidiaries may sell inventory in the ordinary course of business. As used in this Section 7.11, a sale, lease, transfer or disposition of assets during any fiscal year shall be deemed to be of a "substantial part" of the consolidated assets of a the Borrower 32 and its Subsidiaries if the net book value of such assets, when added to the net book value of all other assets sold, leased, transferred or disposed of by such the Borrower and its Subsidiaries during such fiscal year (other than obsolete or surplus Property and inventory in the ordinary course of business) exceeds ten percent (10%) of the total assets of such the Borrower and its Subsidiaries, determined on a consolidated basis as of the last day of the immediately preceding fiscal year.

Mergers, Consolidations and Sales of Assets. Neither Borrower will, nor will it permit any of its Material Subsidiaries to, (i) consolidate with or be a party to merger with any other Person or (ii) sell, lease or otherwise dispose of all or a "“substantial part" ” of the assets of such Borrower and its Subsidiaries; provided, however, that (w) the foregoing shall not prohibit any sale, lease, transfer or disposition to which the Required Lenders have consented, such consent not to by unreasonably withheld if (A) such transaction does not result in a downgrade of either Borrower's ’s S&P Rating below BBB, Fitch Rating below BBB or Moody's RatingXxxxx’x Rating below Baa2, (B) such transaction is for the cash consideratixx consideration (xx or other consideration acceptable to the Required Lenders) for such transaction shall be in an amount not less than 75% of the fair market value of the applicable assets, and (C) such transaction, when combined with all other such transactions, would not have a Material Adverse Effect, taken as a whole, (x) any Subsidiary of a Borrower may merge or consolidate with or into or sell, lease or otherwise convey all or a substantial part of its assets to a Borrower or any Subsidiary of which a Borrower holds (directly or indirectly) at least the same percentage equity ownership; provided that in any such merger or consolidation involving a Borrower, such Borrower shall be the surviving or continuing corporation, and (y) a Borrower and its Subsidiaries may sell inventory in the ordinary course of business. As used in this Section 7.11, a sale, lease, transfer or disposition of assets during any fiscal year shall be deemed to be of a "“substantial part" ” of the consolidated assets of a Borrower 32 and its Subsidiaries if the net book value of such assets, when added to the net book value of all other assets sold, leased, transferred or disposed of by such Borrower and its Subsidiaries during such fiscal year (other than obsolete or surplus Property and inventory in the ordinary course of business) exceeds ten percent (10%) of the total assets of such Borrower and its Subsidiaries, determined on a consolidated basis as of the last day of the immediately preceding fiscal year.

Mergers, Consolidations and Sales of Assets. Neither The Borrower willwill not, nor will it permit any of its Material Subsidiaries to, (i) consolidate with or be a party to merger with any other Person or (ii) sell, lease or otherwise dispose of all or a "“substantial part" ” of the assets of such the Borrower and its Subsidiaries; provided, however, that (w) the foregoing shall not prohibit any sale, lease, transfer or disposition to which the Required Lenders have consented, such consent not to by unreasonably withheld if (A) such transaction does not result in a downgrade of either the Borrower's ’s S&P Rating below BBB, Fitch Rating below BBB or Moody's Rating, Xxxxx’x Rating below Baa2 (B) such transaction is for the cash consideratixx consideration (xx or other consideration acceptable to the Required Lenders) for such transaction shall be in an amount not less than 75% of the fair market value of the applicable assets, and (C) such transaction, when combined with all other such transactions, would not have a Material Adverse Effect, taken as a whole, (x) any Subsidiary of a the Borrower may merge or consolidate with or into or sell, lease or otherwise convey all or a substantial part of its assets to a the Borrower or any Subsidiary of which a the Borrower holds (directly or indirectly) at least the same percentage equity ownership; provided that in any such merger or consolidation involving a the Borrower, such the Borrower shall be the surviving or continuing corporation, and (y) a the Borrower and its Subsidiaries may sell inventory in the ordinary course of business. As used in this Section 7.11, a sale, lease, transfer or disposition of assets during any fiscal year shall be deemed to be of a "“substantial part" ” of the consolidated assets of a the Borrower 32 and its Subsidiaries if the net book value of such assets, when added to the net book value of all other assets sold, leased, transferred or disposed of by such the Borrower and its Subsidiaries during such fiscal year (other than obsolete or surplus Property and inventory in the ordinary course of business) exceeds ten percent (10%) of the total assets of such the Borrower and its Subsidiaries, determined on a consolidated basis as of the last day of the immediately preceding fiscal year.

Mergers, Consolidations and Sales of Assets. Neither The Borrower willwill not, nor will it permit any of its Material Subsidiaries to, (i) consolidate with or be a party to merger with any other Person or (ii) sell, lease or otherwise dispose of all or a "substantial part" of the assets of such the Borrower and its Subsidiaries; provided, however, that (w) the foregoing shall not prohibit any sale, lease, transfer or disposition to which the Required Lenders have consented, such consent not to by unreasonably withheld if (A) such transaction does not result in a downgrade of either the Borrower's S&P Rating or Moody's Rating, (B) such transaction is for cash consideratixx consideration (xx other xxher consideration acceptable to the Required Lenders) in an amount not less than the fair market value of the applicable assets, and (C) such transaction, when combined with all other such transactions, would not have a Material Adverse Effect, taken as a whole, (x) any Subsidiary of a the Borrower may merge or consolidate with or into or sell, lease or otherwise convey all or a substantial part of its assets to a the Borrower or any Subsidiary of which a the Borrower holds (directly or indirectly) at least the same percentage equity ownership; provided that in any such merger or consolidation involving a the Borrower, such the Borrower shall be the surviving or continuing corporation, and (y) a the Borrower and its Subsidiaries may sell inventory in the ordinary course of business. As used in this Section 7.11, a sale, lease, transfer or disposition of assets during any fiscal year shall be deemed to be of a "substantial part" of the consolidated assets of a the Borrower 32 and its Subsidiaries if the net book value of such assets, when added to the net book value of all other assets sold, leased, transferred or disposed of by such the Borrower and its Subsidiaries during such fiscal year (other than obsolete or surplus Property and inventory in the ordinary course of business) exceeds ten percent (10%) of the total assets of such the Borrower and its Subsidiaries, determined on a consolidated basis as of the last day of the immediately preceding fiscal year.

Mergers, Consolidations and Sales of Assets. Neither Borrower will, nor will it permit any of its Material Subsidiaries to, (i) consolidate with or be a party to merger with any other Person or (ii) sell, lease or otherwise dispose of all or a "substantial part" of the assets of such Borrower and its Subsidiaries; provided, however, that (w) the foregoing shall not prohibit any sale, lease, transfer or disposition to which the Required Lenders have consented, such consent not to by unreasonably withheld if (A) such transaction does not result in a downgrade of either Borrower's S&P Rating or Moody's Rating, (B) such transaction is for cash consideratixx consideration (xx other xxxer consideration acceptable to the Required Lenders) in an amount not less than the fair market value of the applicable assets, and (C) such transaction, when combined with all other such transactions, would not have a Material Adverse Effect, taken as a whole, (x) any Subsidiary of a Borrower may merge or consolidate with or into or sell, lease or otherwise convey all or a substantial part of its assets to a Borrower or any Subsidiary of which a Borrower holds (directly or indirectly) at least the same percentage equity ownership; provided that in any such merger or consolidation involving a Borrower, such Borrower shall be the surviving or continuing corporation, and (y) a Borrower and its Subsidiaries may sell inventory in the ordinary course of business. As used in this Section 7.11, a sale, lease, transfer or disposition of assets during any fiscal year shall be deemed to be of a "substantial part" of the consolidated assets of a Borrower 32 and its Subsidiaries if the net book value of such assets, when added to the net book value of all other assets sold, leased, transferred or disposed of by such Borrower and its Subsidiaries during such fiscal year (other than obsolete or surplus Property and inventory in the ordinary course of business) exceeds ten percent (10%) of the total assets of such Borrower and its Subsidiaries, determined on a consolidated basis as of the last day of the immediately preceding fiscal year.

Mergers, Consolidations and Sales of Assets. Neither Borrower will, nor will it permit any of its Material Subsidiaries to, (i) consolidate with or be a party to merger with any other Person or (ii) sell, lease or otherwise dispose of all or a "substantial part" of the assets of such Borrower and its Subsidiaries; provided, however, that (w) the foregoing shall not prohibit any sale, lease, transfer or disposition to which the Required Lenders have consented, such consent not to by unreasonably withheld if (A) such transaction does not result in a downgrade of either Borrower's S&P Rating or Moody's Rating, (B) such transaction is for cash consideratixx consideration (xx other consideration or othxx xxxxideration acceptable to the Required Lenders) in an amount not less than the fair market value of the applicable assets, and (C) such transaction, when combined with all other such transactions, would not have a Material Adverse Effect, taken as a whole, (x) any Subsidiary of a Borrower may merge or consolidate with or into or sell, lease or otherwise convey all or a substantial part of its assets to a Borrower or any Subsidiary of which a Borrower holds (directly or indirectly) at least the same percentage equity ownership; provided that in any such merger or consolidation involving a Borrower, such Borrower shall be the surviving or continuing corporation, and (y) a Borrower and its Subsidiaries may sell inventory in the ordinary course of business. As used in this Section 7.11, a sale, lease, transfer or disposition of assets during any fiscal year shall be deemed to be of a "substantial part" of the consolidated assets of a Borrower 32 and its Subsidiaries if the net book value of such assets, when added to the net book value of all other assets sold, leased, transferred or disposed of by such Borrower and its Subsidiaries during such fiscal year (other than obsolete or surplus Property and inventory in the ordinary course of business) exceeds ten percent (10%) of the total assets of such Borrower and its Subsidiaries, determined on a consolidated basis as of the last day of the immediately preceding fiscal year.

Mergers, Consolidations and Sales of Assets. Neither The Borrower willwill not, nor will it permit any of its Material Subsidiaries to, (i) consolidate with or be a party to merger with any other Person or (ii) sell, lease or otherwise dispose of all or a "substantial part" of the assets of such the Borrower and its Subsidiaries; provided, however, that (w) the foregoing shall not prohibit any sale, lease, transfer or disposition to which the Required Lenders have consented, such consent not to by unreasonably withheld if (A) such transaction does not result in a downgrade of either the Borrower's S&P Rating or Moody's Rating, (B) such transaction is for cash consideratixx consideration (xx other consideration or otxxx xxxsideration acceptable to the Required Lenders) in an amount not less than the fair market value of the applicable assets, and (C) such transaction, when combined with all other such transactions, would not have a Material Adverse Effect, taken as a whole, (x) any Subsidiary of a the Borrower may merge or consolidate with or into or sell, lease or otherwise convey all or a substantial part of its assets to a the Borrower or any Subsidiary of which a the Borrower holds (directly or indirectly) at least the same percentage equity ownership; provided that in any such merger or consolidation involving a the Borrower, such the Borrower shall be the surviving or continuing corporation, and (y) a the Borrower and its Subsidiaries may sell inventory in the ordinary course of business. As used in this Section 7.11, a sale, lease, transfer or disposition of assets during any fiscal year shall be deemed to be of a "substantial part" of the consolidated assets of a the Borrower 32 and its Subsidiaries if the net book value of such assets, when added to the net book value of all other assets sold, leased, transferred or disposed of by such the Borrower and its Subsidiaries during such fiscal year (other than obsolete or surplus Property and inventory in the ordinary course of business) exceeds ten percent (10%) of the total assets of such the Borrower and its Subsidiaries, determined on a consolidated basis as of the last day of the immediately preceding fiscal year.