Common use of Mergers, Consolidations or Sales Clause in Contracts

Mergers, Consolidations or Sales. No Obligated Party shall enter into any transaction of merger, reorganization, or consolidation, or transfer, sell, assign, lease, or otherwise Dispose of all or any part of its property, or sell or issue any of its preferred Capital Stock, or wind up, liquidate, or dissolve, or agree to do any of the foregoing, except for (A) sales and other Dispositions of Inventory in the ordinary course of its business, (B) sales or other Dispositions of Equipment in the ordinary course of business that is (1) damaged, worn out, unserviceable, or obsolete, (2) no longer necessary for the proper conduct of business with a good faith estimated value not in excess of $100,000 in any Fiscal Year of Xxxxx, or (3) contemporaneously replaced with Equipment of comparable utility, in each case in the ordinary course of business and operations of the Obligated Parties and on a basis consistent with past practices, (C) the sale of the helicopter that is the subject of the Aircraft Mortgage or the Cessna 525 aircraft (serial number 525-0341); provided that the purchase price received by the relevant Obligated Party for each such aircraft shall not be less than the fair market value of such aircraft and at least 75% of the purchase price therefor shall be payable in cash on the closing date of such sale or by the assumption of Debt secured by such aircraft, (D) payments of cash in the ordinary course of business and as otherwise permitted by this Agreement, and (E) subject to Section 8.10, other transactions between or among the Obligated Parties in the ordinary course of each Obligated Party’s business consistent with past practices; provided that, notwithstanding the foregoing or any other provision of this Agreement, as long as no Default or Event of Default exists or would result therefrom and provided Xxxxx gives the Agents prior written notice:

Mergers, Consolidations or Sales. No Obligated Party Neither the Borrower nor any of its Restricted Subsidiaries shall (a) windup, liquidate or dissolve or agree to do any of the foregoing, except for any winding-up, liquidation or dissolution of any Restricted Subsidiary, or any agreement to do so, in which the assets of such Restricted Subsidiary are distributed to the Borrower or another Restricted Subsidiary, provided, however, that the assets of any U.S. Subsidiary which is the subject of any such wind-up, liquidation or dissolution shall only be distributed to the Borrower or another U.S. Subsidiary, (b) during any Enhanced Covenant Period, but subject to the Grandfathering Rules, enter into any transaction of merger, reorganization, or consolidation, or transfer, sell, assign, lease, or otherwise Dispose dispose of all or any part of its property, or sell or issue any of its preferred Capital Stock, or wind up, liquidate, or dissolve, or agree to do any of the foregoing, except for (Ai) sales and other Dispositions of Inventory in the ordinary course of its business, ; (Bii) sales or other Dispositions dispositions of Equipment (other than any Machinery & Equipment) in the ordinary course of business that is (1) damaged, worn out, unserviceable, or obsolete, (2) worn-out or no longer necessary useable by Borrower in its business; (iii) Permitted Affiliate Investments; (iv) [Reserved]; (v) sales of assets (other than any Collateral) having an aggregate book value of (A) not more than $7,500,000 for the proper conduct of business with a good faith estimated value not in excess of $100,000 all such assets so sold in any Fiscal Year and (B) not more than $22,500,00 for all such assets so sold after the Closing Date, (vi) sales of Xxxxxmanufacturing facilities and equipment which are made for fair market value, provided that (A) at the time of any such sale, no Event of Default shall exist or would result from such sale, (3B) contemporaneously replaced with Equipment (1) 100% of comparable utilitythe aggregate sales price in respect of such sale shall be paid in cash, in each the case of Machinery & Equipment, and (2) 75% of the aggregate sales price in respect of such sale shall be paid in cash, in the ordinary course case of business all other manufacturing facilities and operations of the Obligated Parties and on a basis consistent with past practicesequipment, (C) (1) the proceeds of any such sale of Machinery & Equipment shall be either (x) reinvested within 180 days of such sale in replacement Machinery & Equipment, which shall be located at the helicopter that is Fab 25 Facility to be used in the subject ongoing operation of the Aircraft Mortgage Fab 25 Facility, or (y) used to repay the Cessna 525 aircraft Loans in accordance with Section 4.8, and (serial number 525-0341); provided that 2) the purchase price received proceeds of any such sale of all other manufacturing facilities and equipment shall be reinvested within 24 months of such sale in replacement assets to be used in the ongoing operation of the Borrower’s and its Restricted Subsidiaries’ business, and, in each case, pending such reinvestment, the cash proceeds of any such sale shall be held by the relevant Obligated Party for each such aircraft shall not be less than Borrower in the form of cash or cash equivalents, and (D) (1) the fair market value of all Machinery & Equipment sold pursuant to this clause (vi) shall not exceed from and after the Closing Date $2,000,000 in any single transaction or $10,000,000 in the aggregate in any Fiscal Year, and (2) the aggregate book value of all other assets so sold pursuant to this clause (vi) by the Borrower and its Restricted Subsidiaries, together, shall not exceed $50,000,000 from and after the Closing Date; (vii) mergers or consolidations between the Borrower and any Restricted Subsidiary and between any Restricted Subsidiary and any other Restricted Subsidiary, provided that, with respect to any such aircraft and at least 75% of transaction involving the purchase price therefor Borrower, the Borrower shall be payable the continuing or surviving entity; (viii) transfers of Equipment and Inventory between the Borrower and its Restricted Subsidiaries, and among Restricted Subsidiaries, permitted under Section 9.14(a); and (ix) transactions permitted under Section 9.9 below. Notwithstanding anything to the contrary in cash on the closing date of such sale this Section 9.8 or by the assumption of Debt secured by such aircraft, (D) payments of cash elsewhere in the ordinary course of business and as otherwise permitted by this Agreement, and whether or not an Enhanced Covenant Period then exists, (E1) subject the sale or other disposition of Accounts shall not be permitted at any time hereunder, (2) the Borrower shall not at any time consolidate or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to Section 8.10any Person except as permitted under the preceding clause (vii), (3) the sale or other transactions between disposition of the Machinery & Equipment, or among the Obligated Parties removal of the Machinery & Equipment from the Fab 25 Facility, shall not be permitted at any time, except as otherwise provided in the ordinary course preceding clause (vi), and (4) the sale or other disposition of each Obligated Party’s business consistent with past practices; provided that, notwithstanding the foregoing or Fab 25 Facility shall not be permitted at any other provision of this Agreement, as long as no Default or Event of Default exists or would result therefrom and provided Xxxxx gives the Agents prior written notice:time.

Mergers, Consolidations or Sales. No Obligated Party Neither the Borrower nor any of its Restricted Subsidiaries shall (a) wind-up, liquidate or dissolve or agree to do any of the foregoing, except for any winding-up, liquidation or dissolution of any Restricted Subsidiary, or any agreement to do so, in which the assets of such Restricted Subsidiary are distributed to the Borrower or another Restricted Subsidiary, provided, however, that the assets of any U.S. Subsidiary which is the subject of any such wind-up, liquidation or dissolution shall only be distributed to the Borrower or another U.S. Subsidiary or (b) during any Enhanced Covenant Period, but subject to the Grandfathering Rules, enter into any transaction of merger, reorganization, or consolidation, or transfer, sell, assign, lease, or otherwise Dispose dispose of all or any part of its property, or sell or issue any of its preferred Capital Stock, or wind up, liquidate, or dissolve, or agree to do any of the foregoing, except for (Ai) sales and other Dispositions of Inventory in the ordinary course of its business, ; (Bii) sales or other Dispositions dispositions of Equipment in the ordinary course of business that is (1) damaged, worn out, unserviceable, or obsolete, (2) worn-out or no longer necessary useable by Borrower in its business; (iii) Permitted Affiliate Investments; (iv) sales of assets having an aggregate book value of (A) not more than $7,500,000 for the proper conduct of business with a good faith estimated value not in excess of $100,000 all such assets so sold in any Fiscal Year and (B) not more than $30,000,000 for all such assets so sold after the Closing Date, (v) sales of Xxxxxmanufacturing facilities which are made for fair market value, provided that (A) at the time of any such sale, no Event of Default shall exist or would result from such sale, (3B) contemporaneously replaced with Equipment of comparable utility, in each case in the ordinary course of business and operations 75% of the Obligated Parties and on a basis consistent with past practicesaggregate sales price in respect of such sale shall be paid in cash, (C) the proceeds of any such sale shall be reinvested within 24 months of such sale in replacement assets to be used in the ongoing operation of the helicopter that is Parent’s and its Restricted Subsidiaries’ business, and, pending such reinvestment, the subject cash proceeds of such sale shall be held by the Parent in the form of cash or cash equivalents, and (D) the aggregate book value of all assets so sold by the Parent and its Restricted Subsidiaries, together, shall not exceed $50,000,000; (vi) mergers or consolidations between the Borrower and any Restricted Subsidiary and between any Restricted Subsidiary and any other Restricted Subsidiary, provided that, with respect to any such transaction involving the Borrower, the Borrower shall be the continuing or surviving corporation; (vii) transfers of the Aircraft Mortgage capital stock, partnership interests or membership interests of the Cessna 525 aircraft (serial number 525-0341); German Subsidiary pursuant to any Lien encumbering such capital stock, partnership interests or membership interests, provided that such Lien is permitted under Section 9.17; (viii) transfers of Equipment and Inventory between the purchase price received by Borrower and its Restricted Subsidiaries, and among Restricted Subsidiaries, permitted under Section 9.14; (ix) transactions permitted under Section 9.9 below; and (x) transfers of the relevant Obligated Party for each capital stock, partnership interests or membership interests of the Mask House Affiliates pursuant to any Lien encumbering such aircraft capital stock, partnership interests or membership interests, provided that such Lien is permitted under Section 9.17. Notwithstanding anything to the contrary in this Section 9.8 or elsewhere in this Agreement, (1) the sale or other disposition of Accounts shall not be less than the fair market value of such aircraft and permitted at least 75% of the purchase price therefor shall be payable in cash on the closing date of such sale or by the assumption of Debt secured by such aircraft, (D) payments of cash in the ordinary course of business and as otherwise permitted by this Agreementany time hereunder, and (E2) subject the Borrower shall not at any time consolidate or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to Section 8.10, other transactions between or among any Person except as permitted under the Obligated Parties in the ordinary course of each Obligated Party’s business consistent with past practices; provided that, notwithstanding the foregoing or any other provision of this Agreement, as long as no Default or Event of Default exists or would result therefrom and provided Xxxxx gives the Agents prior written notice:preceding clause (vi).

Mergers, Consolidations or Sales. No Obligated Party shall (i) merge or consolidate with or into any corporation; (ii) enter into any transaction of mergerjoint venture or partnership with any person, reorganizationfirm or corporation; (iii) convey, lease or consolidation, or transfer, sell, assign, lease, or otherwise Dispose of sell all or any part material portion of its propertyproperty or assets or business to any other person, firm or sell or issue any of its preferred Capital Stock, or wind up, liquidate, or dissolve, or agree to do any of the foregoingcorporation, except for (A) sales and other Dispositions the sale of Inventory in the ordinary course of its business, (B) sales or other Dispositions of Equipment in the ordinary course of business that is (1) damaged, worn out, unserviceable, or obsolete, (2) no longer necessary for the proper conduct of business with a good faith estimated value not in excess of $100,000 in any Fiscal Year of Xxxxx, and as otherwise permitted by Section 14(d); or (3iv) contemporaneously replaced with Equipment convey, lease or sell any of comparable utilityits assets to any person, in each case in the ordinary course of business and operations of the Obligated Parties and on a basis consistent with past practices, (C) the sale of the helicopter that is the subject of the Aircraft Mortgage firm or the Cessna 525 aircraft (serial number 525-0341); provided that the purchase price received by the relevant Obligated Party corporation for each such aircraft shall not be less than the fair market value thereof except as permitted by Section 14(j); provided, however, that any Subsidiary of any Borrower may merge into such Borrower or any other Subsidiary of such aircraft Borrower or may be liquidated and dissolved if the proceeds of such liquidation and dissolution are distributed to a Borrower or any Guarantor, provided, further, that after April 30, 2006 and upon at least 75% of 30 days' (and not more than 45 days') prior written notice to the Agent: (A) any Borrower may merge into any Borrower or (B) any Borrower may consummate any Permitted Acquisition with a purchase price therefor of up to (1) US$5,000,000.00 if such Permitted Acquisition will not be accretive to such Borrower's cash flow in the first fiscal year following such Permitted Acquisition or (2) US$10,000,000.00 if such Permitted Acquisition will be accretive to such Borrower's cash flow in the first fiscal year following such Permitted Acquisition; provided however, that, in each case, no Event of Default has occurred and is continuing and that in the case of clause (B) above, (x) the aggregate amount of Permitted Acquisitions in any fiscal year shall not exceed $10,000,000 and (y) both before and after the Permitted Acquisition, the Excess Availability shall be payable no less than $5,000,000.00; and Change in cash on the closing date of such sale Legal Status (i) change its name, its chief executive office, or by the assumption of Debt secured by such aircraft, (D) payments of cash in the ordinary course of business and as otherwise permitted by this Agreementits mailing address or organizational identification number if it has one, and (Eii) subject to Section 8.10change its type of organization, jurisdiction or organization or other transactions between or among legal structure unless the Obligated Parties Borrowers have provided the Agent with prior written notice of such Agent and in the ordinary course Agent's sole discretion all actions necessary to continue the perfection of each Obligated Party’s business consistent with past practices; provided thatthe Agent's Lien against the Collateral, notwithstanding including, without limitation the foregoing filing of any necessary UCC-3 financing statements, have been taken. If any Borrower does not have an organizational identification number and later obtains one, such Borrower shall forthwith notify the Lender of such organizational identification number. Changes in Management terminate or any other provision of this Agreement, as long as no Default replace such Borrower's Chief Executive Officer or Event of Default exists or would result therefrom and provided Xxxxx gives Chief Financial Officer without the Agents prior written notice:consent of the Agent, such consent not to be unreasonably withheld, conditioned or delayed.

Mergers, Consolidations or Sales. No Obligated Party Neither the Borrower nor any of its Restricted Subsidiaries shall (a) windup, liquidate or dissolve or agree to do any of the foregoing, except for any winding-up, liquidation or dissolution of any Restricted Subsidiary, or any agreement to do so, in which the assets of such Restricted Subsidiary are distributed to the Borrower or another Restricted Subsidiary, provided, however, that the assets of any U.S. Subsidiary which is the subject of any such wind-up, liquidation or dissolution shall only be distributed to the Borrower or another U.S. Subsidiary, (b) during any Enhanced Covenant Period, but subject to the Grandfathering Rules, enter into any transaction of merger, reorganization, or consolidation, or transfer, sell, assign, lease, or otherwise Dispose dispose of all or any part of its property, or sell or issue any of its preferred Capital Stock, or wind up, liquidate, or dissolve, or agree to do any of the foregoing, except for (Ai) sales and other Dispositions of Inventory in the ordinary course of its business, ; (Bii) sales or other Dispositions dispositions of Equipment (other than any Machinery & Equipment) in the ordinary course of business that is (1) damaged, worn out, unserviceable, or obsolete, (2) worn-out or no longer necessary useable by Borrower in its business; (iii) Permitted Affiliate Investments; (iv) [Reserved]; (v) sales of assets (other than any Term Priority Collateral) having an aggregate book value of (A) not more than $7,500,000 for the proper conduct of business with a good faith estimated value not in excess of $100,000 all such assets so sold in any Fiscal Year and (B) not more than $30,000,000 for all such assets so sold after the Closing Date, (vi) sales of Xxxxxmanufacturing facilities and equipment which are made for fair market value, provided that (A) at the time of any such sale, no Event of Default shall exist or would result from such sale, (3B) contemporaneously replaced with Equipment (1) 100% of comparable utilitythe aggregate sales price in respect of such sale shall be paid in cash, in each the case of Machinery & Equipment, and (2) 75% of the aggregate sales price in respect of such sale shall be paid in cash, in the ordinary course case of business all other manufacturing facilities and operations of the Obligated Parties and on a basis consistent with past practicesequipment, (C) (1) the proceeds of any such sale of Machinery & Equipment shall be either (x) reinvested within 180 days of such sale in replacement Machinery & Equipment, which shall be located at the helicopter that is Fab 25 Facility to be used in the subject ongoing operation of the Aircraft Mortgage Fab 25 Facility, or (y) used to repay the Cessna 525 aircraft Loans in accordance with Section 4.8, and (serial number 525-0341); provided that 2) the purchase price received proceeds of any such sale of all other manufacturing facilities and equipment shall be reinvested within 24 months of such sale in replacement assets to be used in the ongoing operation of the Parent’s and its Restricted Subsidiaries’ business, and, in each case, pending such reinvestment, the cash proceeds of any such sale shall be held by the relevant Obligated Party for each such aircraft shall not be less than Parent in the form of cash or cash equivalents, and (D) (1) the fair market value of all Machinery & Equipment sold pursuant to this clause (vi) shall not exceed from and after the Closing Date $2,000,000 in any single transaction or $10,000,000 in the aggregate in any Fiscal Year, and (2) the aggregate book value of all other assets so sold pursuant to this clause (vi) by the Parent and its Restricted Subsidiaries, together, shall not exceed $50,000,000 from and after the Closing Date; (vii) mergers or consolidations between the Borrower and any Restricted Subsidiary and between any Restricted Subsidiary and any other Restricted Subsidiary, provided that, with respect to any such aircraft and at least 75% transaction involving the Borrower, the Borrower shall be the continuing or surviving corporation; (viii) transfers of the purchase price therefor shall be payable capital stock, partnership interests or membership interests of the German Subsidiary pursuant to any Lien encumbering such capital stock, partnership interests or membership interests, provided that such Lien is permitted under Section 9.17; (ix) transfers of Equipment and Inventory between the Borrower and its Restricted Subsidiaries, and among Restricted Subsidiaries, permitted under Section 9.14(a); (x) transactions permitted under Section 9.9 below; and (xi) transfers of the capital stock, partnership interests or membership interests of the Mask House Affiliates pursuant to any Lien encumbering such capital stock, partnership interests or membership interests, provided that such Lien is permitted under Section 9.17. Notwithstanding anything to the contrary in cash on the closing date of such sale this Section 9.8 or by the assumption of Debt secured by such aircraft, (D) payments of cash elsewhere in the ordinary course of business and as otherwise permitted by this Agreement, and whether or not an Enhanced Covenant Period then exists, (E1) subject the sale or other disposition of Accounts shall not be permitted at any time hereunder, (2) the Borrower shall not at any time consolidate or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to Section 8.10any Person except as permitted under the preceding clause (vii), (3) the sale or other transactions between disposition of the Machinery & Equipment, or among the Obligated Parties removal of the Machinery & Equipment from the Fab 25 Facility, shall not be permitted at any time, except as otherwise provided in the ordinary course preceding clause (vi), and (4) the sale or other disposition of each Obligated Party’s business consistent with past practices; provided that, notwithstanding the foregoing or Fab 25 Facility shall not be permitted at any other provision of this Agreement, as long as no Default or Event of Default exists or would result therefrom and provided Xxxxx gives the Agents prior written notice:time.

Mergers, Consolidations or Sales. No Obligated Party Company shall enter into any --------------------------------- transaction of merger, reorganization, or consolidation, or agree to do any of the foregoing, except for (a) mergers, reorganizations, or consolidations by any Loan Party to or with another Loan Party (provided that the Borrower shall be the survivor of any such merger, reorganization, or consolidation if it is a party thereto) and (b) mergers, reorganizations, or consolidations which are Permitted Acquisitions or are permitted by this Section 7.9. No Company shall transfer, sell, assign, lease, or otherwise Dispose dispose of all or any part of its property, or sell or issue any of its preferred Capital Stock, or wind up, liquidate, or dissolve, or agree to do any of the foregoing, except for (A) for sales and other Dispositions of Inventory in the ordinary course of its business, (B) for sales or other Dispositions dispositions of Equipment in the ordinary course of business that is (1) damaged, worn out, unserviceable, are obsolete or obsolete, (2) no longer necessary for the proper conduct of useable by Borrower in its business with a good faith estimated value an Orderly Liquidation Value not in excess of to exceed $100,000 15,000,000 in any Fiscal Year of XxxxxYear, (C) for sales, leases, or other dispositions among Loan Parties, (3D) contemporaneously replaced with Equipment for the sale, discount, or transfer of comparable utility, in each case delinquent Accounts in the ordinary course of business and operations for purposes of the Obligated Parties and on a basis consistent with past practices, (C) the sale of the helicopter that is the subject of the Aircraft Mortgage or the Cessna 525 aircraft (serial number 525-0341); provided that the purchase price received by the relevant Obligated Party for each such aircraft shall not be less than the fair market value of such aircraft and at least 75% of the purchase price therefor shall be payable in cash on the closing date of such sale or by the assumption of Debt secured by such aircraft, (D) payments of cash in the ordinary course of business and as otherwise permitted by this Agreementcollection, and (E) subject to Section 8.10, other transactions between or among the Obligated Parties in the ordinary course of each Obligated Party’s business consistent with past practices; provided that, notwithstanding the foregoing or any other provision of this Agreement, as so long as (i) no Default or Event of Default then exists or would arises as a result therefrom thereof and provided Xxxxx gives (ii) the Agents prior written notice:Availability is not less than $25,000,000 before and after giving effect to completion of such disposition, sales of assets, other than those in clauses (A) through (D), for fair value for cash, so long as the aggregate value of all assets sold pursuant to clause (E) during any fiscal year shall not exceed $10,000,000. All assets purchased with such proceeds shall be free and clear of all Liens, except the Agent's Liens.

Mergers, Consolidations or Sales. No Obligated Loan Party nor any of their Subsidiaries shall enter into any transaction of merger, reorganization, or consolidation, or agree to do any of the foregoing other than (a) as permitted by SECTION 7.26, or (b) mergers among Loan Parties; provided that, in any merger involving a Borrower, a Borrower must be the surviving entity. No Loan Party nor any of their Subsidiaries shall transfer, sell, assign, lease, or otherwise Dispose dispose of all or any part of its propertyproperty (including, without limitation, the stock or sell or issue equity of any Subsidiary of its preferred Capital Stocksuch Loan Party except as expressly permitted by the immediately preceding sentence), or wind up, liquidate, or dissolve, or agree to do any of the foregoing, except (a) for (A) sales and other Dispositions of Inventory in the ordinary course of its business, (Bb) for sales or other Dispositions dispositions of Equipment in the ordinary course of business that is (1) damaged, worn out, unserviceable, are obsolete or obsolete, (2) no longer necessary for the proper conduct of useable by any Loan Party in its respective business with a good faith estimated book value or contemplated sales proceeds not to exceed $2,000,000 in excess of $100,000 the aggregate in any Fiscal Year of XxxxxYear, (c) for sales, leases, or other transfers or dispositions among Loan Parties, (3d) contemporaneously replaced with Equipment for the sale, discount, or transfer of comparable utility, in each case delinquent Accounts in the ordinary course of business and operations for purposes of the Obligated Parties and on a basis consistent with past practices, (C) the sale of the helicopter that is the subject of the Aircraft Mortgage or the Cessna 525 aircraft (serial number 525-0341); provided that the purchase price received by the relevant Obligated Party for each such aircraft shall not be less than the fair market value of such aircraft and at least 75% of the purchase price therefor shall be payable in cash on the closing date of such sale or by the assumption of Debt secured by such aircraft, (D) payments of cash in the ordinary course of business and as otherwise permitted by this Agreementcollection, and (Ee) subject to Section 8.10, other transactions between or among the Obligated Parties in the ordinary course of each Obligated Party’s business consistent with past practices; provided that, notwithstanding the foregoing or any other provision of this Agreement, as so long as no Default or Event of Default then exists or would arises as a result therefrom thereof, sales of assets, other than those in CLAUSES (A) through (D), for fair value for cash, so long as any mandatory prepayments required by SECTION 3.3(B), if any are required, are made. All assets purchased with such proceeds shall be free and provided Xxxxx gives clear of all Liens, except the Agents prior written notice:Agent's Liens or other Permitted Liens.

Mergers, Consolidations or Sales. No Obligated Party Neither the Borrower nor any of its Subsidiaries, other than Immaterial Subsidiaries, shall enter into any transaction of merger, reorganization, or consolidation, or transfer, sell, assign, lease, or otherwise Dispose dispose of all or any part of its property, or sell or issue any of its preferred Capital Stock, or wind up, liquidate, liquidate or dissolve, or agree to do any of the foregoing, except (a) for (A) sales and other Dispositions of Inventory in the ordinary course of its business, (Bb) for sales or other Dispositions dispositions of Equipment in the ordinary course of business that is (1) damaged, worn out, unserviceable, are obsolete or obsoleteno longer useable by Borrower in its business, (2c) sales of investments excluded from the definition of Restricted Investments under clauses (d), (e), (f), (g), and (i) thereof, (d) granting easements, rights of way and other rights to use land which shall not have any material adverse effect on the value of the land nor on the operation of the Borrower's business thereat, (e) surrender by the Borrower of leases no longer necessary used or usable by the Borrower for its business, (f) entry by the proper conduct of business with a good faith estimated value not in excess of $100,000 in any Fiscal Year of Xxxxx, or (3) contemporaneously replaced with Equipment of comparable utility, in each case Borrower into leases in the ordinary course of business as lessor or sublessor for a term not to exceed five (5) years provided no provision of such leases shall have any material adverse effect on the Agent's Liens or the Agent's ability to enforce such Liens on any Collateral, and operations (g) permitting the U.S. Postal Service to occupy part of the Obligated Parties and on its property in a basis manner consistent with past practices, (C) the sale of the helicopter that is the subject of the Aircraft Mortgage or the Cessna 525 aircraft (serial number 525-0341); provided that the purchase price received by the relevant Obligated Party for . Within 120 days following each such aircraft Equipment sale or disposition described in clause (b), the Borrower shall not be less than either (i) reinvest the fair market Net Proceeds of that sale or disposition in other Equipment of equal or greater utility and value of or (ii) apply such aircraft and at least 75% of the purchase price therefor Net Proceeds in accordance with SECTION 3.5(b). All Equipment purchased with such Net Proceeds shall be payable in cash on the closing date free and clear of such sale or by the assumption of Debt secured by such aircraftall Liens, (D) payments of cash in the ordinary course of business and as otherwise except any Liens permitted by this Agreement, and (E) subject to Section 8.10, other transactions between or among the Obligated Parties in the ordinary course of each Obligated Party’s business consistent with past practices; provided that, notwithstanding the foregoing or any other provision of this Agreement, as long as no Default or Event of Default exists or would result therefrom and provided Xxxxx gives the Agents prior written notice:under SECTION 7.18.

Mergers, Consolidations or Sales. No Obligated Party Borrower nor any of their respective Subsidiaries shall enter into any transaction of merger, reorganization, or consolidation, or transfer, sell, assign, lease, or otherwise Dispose dispose of all or any part of its property, or sell or issue any of its preferred Capital Stock, or wind up, liquidate, liquidate or dissolve, or agree to do any of the foregoing, except for (Ai) sales and other Dispositions of Inventory and licenses or leases of any Proprietary Rights in the ordinary course of its businessbusiness (provided that no such license or lease shall be on an exclusive basis, if the Proprietary Rights which are the subject thereof are necessary or desirable to enable the Agent to sell, dispose, or complete manufacture of, or otherwise exercise its rights with respect to, any Collateral), (Bii) sales or other Dispositions dispositions of Equipment in the ordinary course of business that is (1) damaged, worn out, unserviceable, are obsolete or obsoleteno longer used by Borrower in its business, (2iii) no longer necessary for the proper conduct of business with a good faith estimated value not in excess of $100,000 in any Fiscal Year of Xxxxx, or (3) contemporaneously replaced with Equipment of comparable utility, in each case in the ordinary course of business and operations of the Obligated Parties and on a basis consistent with past practices, (C) the sale of the helicopter that is the subject of the Aircraft Mortgage or the Cessna 525 aircraft (serial number 525-0341); provided that the purchase price received by the relevant Obligated Party for each such aircraft shall not be less than the fair market value of such aircraft and at least 75% of the purchase price therefor shall be payable in cash on the closing date of such sale or by the assumption of Debt secured by such aircraft, (D) payments of cash in the ordinary course of business and as otherwise permitted by this Agreement, and (E) subject to Section 8.10, other transactions between or among the Obligated Parties in the ordinary course of each Obligated Party’s business consistent with past practices; provided that, notwithstanding the foregoing or any other provision of this Agreement, as so long as no Default or Event of Default exists shall have occurred and be continuing at the time thereof, Permitted Dispositions, (iv) so long as no Default or would result therefrom Event of Default shall have occurred and provided Xxxxx gives be continuing at the Agents prior written notice:time thereof, sales or other dispositions of Fixed Assets (including Fixed Assets which constitute Collateral) for fair market value, provided, that, (A) Excess Availability shall be greater than $30,000,000 immediately before and after any such sale or disposition, and (B) the aggregate amount of all such sales and dispositions after the Closing Date (excluding sales and dispositions permitted under clause (v) below) shall not exceed $50,000,000, and (v) sales or other dispositions of Fixed Assets which do not constitute Collateral by Foreign Subsidiaries for fair market value. In addition to the foregoing, any Borrower may merge with any other Borrower, any Subsidiary of any Borrower may merge or consolidate with or into any Borrower, and any Subsidiary of any Borrower may merge with any Subsidiary of such Borrower or any other Borrower so long as (i) the surviving Person in any such merger shall be a Wholly-Owned Subsidiary of the Parent and (ii) in no event whatsoever shall any of Gxxxxxx Sealing, Gxxxxxxx or any Dormant Subsidiary be a party to any such merger or consolidation.

Mergers, Consolidations or Sales. No Obligated Party shall enter into any transaction of merger, reorganization, or consolidation, or transfer, sell, assign, lease, or otherwise Dispose of all or any part of its property, or sell or issue any of its preferred Capital Stock, or wind up, liquidate, liquidate or dissolve, or agree to do any of the foregoing, except for (A) sales and other Dispositions of Inventory in the ordinary course of its business, (B) sales or other Dispositions of Equipment in the ordinary course of business that is (1) damaged, worn out, unserviceable, or obsolete, (2) no longer necessary for the proper conduct of business with a good faith estimated value not in excess of $100,000 in any Fiscal Year of Xxxxxbusiness, or (3) contemporaneously replaced with Equipment of comparable utility, in each case in the ordinary course of business and operations of the Obligated Parties and on a basis consistent with past practices, (C) the sale or other Disposition of the helicopter that is the subject any assets of the Aircraft Mortgage or the Cessna 525 aircraft (serial number 525-0341); provided that the purchase price received by the relevant any Subsidiary of an Obligated Party for each such aircraft shall not be less than the fair market value of such aircraft and at least 75% of the purchase price therefor shall be payable in cash on the closing date of such sale or by the assumption of Debt secured by such aircraftto an Obligated Party, (D) the sale or other Disposition of all or substantially all of the assets of a Subsidiary (other than an Obligated Party) to a Person other than an Obligated Party, (E) the sale or other Disposition of any equity interests in any Subsidiary of an Obligated Party (other than a Borrower) to an Obligated Party, (F) the sale or other Disposition of all or substantially all of the equity interests in any Subsidiary which is not an Obligated Party to a Person other than an Obligated Party, (G) payments of cash in the ordinary course of business and as otherwise permitted by this Agreement, (H) sale or other Dispositions of Real Estate consistent with past practices, and (EI) subject to Section 8.107.10, other transactions between or among the Obligated Parties and their Subsidiaries in the ordinary course of each Obligated Party’s 's business consistent with past practices; provided that, notwithstanding the foregoing or any other provision of this Agreement, as long as no Default or Event of Default exists or would result therefrom and provided Xxxxx the Parent gives the Agents Administrative Agent and the Lenders prior written notice:

Mergers, Consolidations or Sales. No Obligated Party Neither any Borrower nor any of its Subsidiaries shall enter into any transaction of merger, reorganization, or consolidation, or transfer, sell, assign, lease, or otherwise Dispose dispose of all or any part of its property, or sell or issue any of its preferred Capital Stock, or wind up, liquidate, liquidate or dissolve, or agree to do any of the foregoing, except (a) for (A) sales and other Dispositions of Inventory to non-Affiliates in the ordinary course of its business, and for sales of Inventory in the ordinary course of business to Mxxxxx Borrowers that are distributors, (Bb) for sales of Inventory by the Mxxxxx Borrowers in the ordinary course of business to the Foreign Subsidiaries and the RoadOne Borrowers, provided that (i) the purchase price for such Inventory shall at least equal the Mxxxxx Borrowers’ cost with respect thereto and shall be due and payable within thirty (30) days after the date of such sale, and (ii) all such Inventory purchased by the Designated Subsidiaries shall be subject to the perfected first priority Lien of the Mxxxxx Borrowers in accordance with the terms of the Intercompany Security Documents, (c) for transfers of other assets in the ordinary course of business among the Mxxxxx Borrowers, provided that at all times the Agent’s Liens in such assets remain perfected, (d) for transfers of other assets in the ordinary course of business among the RoadOne Borrowers, provided that at all times the Agent’s Liens in such assets remain perfected, (e) for mergers of any Mxxxxx Borrower with and into another Mxxxxx Borrower, and mergers of any RoadOne Borrower with and into another RoadOne Borrower, (f) for sales or other Dispositions dispositions of Equipment Fixed Assets in the ordinary course of business that is (1) damaged, worn out, unserviceable, are obsolete or obsolete, (2) no longer necessary for useable by the proper conduct of Borrowers or their Subsidiaries in their business with a good faith estimated an orderly liquidation value not in excess of to exceed $100,000 in the aggregate in any Fiscal Year Year; provided, that (i) within one hundred twenty (120) days following each such Fixed Assets sale or disposition, the Borrowers shall either (A) reinvest the proceeds of Xxxxx, that sale or disposition in other Fixed Assets or (3B) contemporaneously replaced apply such proceeds to the Loans in accordance with Equipment Sections 3.4(b) and (d), and (ii) Fixed Assets purchased with such proceeds shall be free and clear of comparable utilityall Liens, in each case except the Agent’s Liens, (g) that RoadOne Borrowers (but not any Mxxxxx Borrower, except in the ordinary course case of business and operations of the Obligated Parties and on a basis consistent with past practices, (C) the sale of the helicopter that is the subject capital stock of the Aircraft Mortgage any RoadOne Borrower) may effect one or the Cessna 525 aircraft (serial number 525-0341); provided that the purchase price received by the relevant Obligated Party for each such aircraft shall not be less than the fair market value of such aircraft and at least 75% of the purchase price therefor shall be payable in cash on the closing date of such sale or by the assumption of Debt secured by such aircraftmore Asset Dispositions, (D) payments of cash in the ordinary course of business and as otherwise permitted by this Agreement, and (E) subject to Section 8.10, other transactions between or among the Obligated Parties in the ordinary course of each Obligated Party’s business consistent with past practices; provided that, notwithstanding the foregoing or any other provision of this Agreement, as so long as (i) no Default or Event of Default exists or would will result therefrom, (ii) all proceeds of such Asset Disposition are payable in cash at the time of the consummation of such Asset Disposition, (iii) all Net Proceeds therefrom are applied in accordance with Section 3.4(b), (iv) the Borrowers shall, after giving effect to such Asset Disposition, be in pro forma compliance with the minimum EBITDA covenant set forth in Section 7.24 (for purposes of this clause (iv), such EBITDA test shall be measured as of the most recently ended fiscal month for the twelve fiscal month period then ended and shall be calculated as if such Asset Disposition had been consummated on the first day of such twelve fiscal month period), (v) the Net Proceeds from any such Asset Disposition are not less than the Net Senior Creditor Proceeds plus the amount of the Required Payments; provided, that, with respect to any single Asset Disposition involving more than one category of Collateral described in the definition of "Net Senior Creditor Proceeds", this clause (v) shall be satisfied if the total Net Proceeds from such Asset Disposition equals or exceeds the sum of the amounts otherwise required under the definition of "Net Senior Creditor Proceeds" plus the amount of the Required Payments, and (vi) a Responsible Officer shall have delivered a certificate to the Collateral Agent containing the information and calculations necessary (in such detail as the Collateral Agent may reasonably request) to establish that such Asset Disposition is permitted hereunder, and (h) for sales or other dispositions of Fleet Vehicles in the ordinary course of business that are obsolete or no longer used or useful by the RoadOne Borrowers in their business, provided Xxxxx gives that the Agents prior written notice:Collateral Agent may, in its discretion, make adjustments to the RoadOne Borrowing Base to reflect any such sale or disposition.

Mergers, Consolidations or Sales. No Obligated Party Borrower shall, nor shall the Company cause or permit any Other Subsidiary to, enter into any transaction of merger, reorganization, or consolidation, or transfer, sell, assign, lease, or otherwise Dispose dispose of all or any part of its property, or sell or issue any of its preferred Capital Stock, or wind up, liquidate, liquidate or dissolve, or agree to do any of the foregoingforegoing (or, in the case of any Borrower, apply to the Bankruptcy Court for authority to do so without the Agent's prior written consent, provided that any application consented to by the Agent shall be abandoned and withdrawn at the request of the Agent or if the consent of the Lenders required hereunder to the taking of the action(s) to which such application relates is not obtained), except (i) for (A) sales and other Dispositions of Inventory in the ordinary course of its business, (Bii) for sales or other Dispositions dispositions of Equipment property in the ordinary course of business that is (1) damagedare surplus, worn out, unserviceable, obsolete or obsoleteno longer useable by any Borrower or Other Subsidiary, (2iii) no longer necessary for any merger or consolidation of any Borrower with any other Borrower or of any Other Subsidiary with any Other Subsidiary or other Person (so long as such merger or consolidation of any Other Subsidiary with such other Person would not constitute a Restricted Investment), (iv) for any transfer, sale, assignment, lease or other disposition of all or any part of its assets (upon voluntary liquidation or otherwise) by any Borrower to any other Borrower or by any Other Subsidiary to any Other Subsidiary; (v) the proper conduct sale or compromise of business past due accounts receivable in connection with a good faith estimated value not the collection thereof in excess the ordinary course of $100,000 in any Fiscal Year business; (vi) leases or subleases (or assignments of Xxxxx, leases or subleases) of fixed assets or licenses or sublicenses (3or assignments of licenses or sublicenses) contemporaneously replaced with Equipment of comparable utilityintangibles, in each either case in the ordinary course of business and operations business; (vii) dispositions of Cash Equivalents (and, in the case of the Obligated Parties and on a basis consistent with past practicesFibreboard Settlement Trust, (C) the sale dispositions of the helicopter that is the subject of the Aircraft Mortgage or the Cessna 525 aircraft (serial number 525-0341); provided that the purchase price received Investments by the relevant Obligated Party for each such aircraft shall not be less than the fair market value of such aircraft and at least 75% of the purchase price therefor shall be payable in cash on the closing date of such sale or by the assumption of Debt secured by such aircraft, (DFibreboard Settlement Trust) payments of cash in the ordinary course of business at fair market value and as on commercially reasonable terms; (viii) the making of Investments which are not Restricted Investments, if making such Investments would otherwise permitted by be deemed a sale or other disposition subject to this AgreementSection 7.8, and (Eix) sales of Accounts (or of undivided interests therein) by Other Subsidiaries pursuant to factoring arrangements entered into by such Other Subsidiaries, provided that the aggregate outstanding Accounts (or undivided interests therein) subject to such arrangements shall not exceed $35,000,000 at any time; (x) sales or other dispositions of any asset not otherwise permitted under this Section 8.107.8 having a book value at the time of disposition that represents a percentage of the consolidated assets of the Company and its consolidated Subsidiaries at such time that, when added together with all of the like percentages at the respective times of disposition represented by the book values of all other transactions between assets disposed of by the Company and its Subsidiaries since the Closing Date does not exceed 10%, except that any asset leased by the Company or among any such Subsidiary shall cease to be deemed to have been disposed of for the Obligated Parties in purposes of this Section at such time, if any, as such asset shall cease to be subject to such lease and shall again be owned by the ordinary course Company or any such Subsidiary free of each Obligated Party’s business consistent with past practicesany leasehold interest or other Lien, except a Lien permitted under Section 7.17; provided that, notwithstanding the foregoing that any sale or other disposition permitted under this clause (x) shall not include any other provision Accounts or Inventory of this Agreement, as long as any Borrower unless (1) no Default or Event of Default exists has occurred and is continuing or would result therefrom therefrom, (2) such sale or other disposition is of a business unit of such Borrower, (3) prior to such sale or other disposition, an updated Borrowing Base Certificate is delivered by the Borrower Representative to the Agent giving effect to such sale or other disposition and provided Xxxxx gives (4) either (A) after giving effect to such sale or disposition, either Availability is at least $150,000,000 or Borrowing Base Availability is at least $250,000,000 or (B) in the Agents prior written notice:case of any sale or disposition which does not satisfy the requirements of Clause (A), the aggregate book value of all Accounts and Inventory included in any such sale or disposition, or series of related sales and dispositions, does not exceed $10,000,000, provided, that the aggregate book value of all Accounts and Inventory included in sales and other dispositions following the Closing Date and permitted under this clause (B) shall not exceed $50,000,000.

Mergers, Consolidations or Sales. No Obligated Party Borrower nor any of their respective Subsidiaries shall enter into any transaction of merger, reorganization, or consolidation, or transfer, sell, assign, lease, or otherwise Dispose dispose of all or any part of its property, or sell or issue any of its preferred Capital Stock, or wind up, liquidate, liquidate or dissolve, or agree to do any of the foregoing, except for (Ai) sales and other Dispositions of Inventory and licenses or leases of any Proprietary Rights in the ordinary course of its businessbusiness (provided that no such license or lease shall be on an exclusive basis, if the Proprietary Rights which are the subject thereof are necessary or desirable to enable the Agent to sell, dispose, or complete manufacture of, or otherwise exercise its rights with respect to, any Collateral), (Bii) sales or other Dispositions dispositions of Equipment in the ordinary course of business that is (1) damaged, worn out, unserviceable, are obsolete or obsoleteno longer used by Borrower in its business, (2iii) no longer necessary for the proper conduct of business with a good faith estimated value not in excess of $100,000 in any Fiscal Year of Xxxxx, or (3) contemporaneously replaced with Equipment of comparable utility, in each case in the ordinary course of business and operations of the Obligated Parties and on a basis consistent with past practicesPermitted Dispositions, (Civ) the sale sales or other dispositions of the helicopter that is the subject of the Aircraft Mortgage or the Cessna 525 aircraft (serial number 525-0341); provided that the purchase price received by the relevant Obligated Party Fixed Assets which do not constitute Collateral for each such aircraft shall not be less than the fair market value in an aggregate amount with respect to all such sales and dispositions after the Closing Date not to exceed $20,000,000 and (v) sales or other dispositions of Fixed Assets which do not constitute Collateral by Foreign Subsidiaries for fair market value. In addition to the foregoing, any Borrower may merge with any other Borrower, any Subsidiary of any Borrower may merge or consolidate with or into any Borrower, and any Subsidiary of any Borrower may merge with any Subsidiary of such aircraft and at least 75% of the purchase price therefor shall be payable in cash on the closing date of such sale or by the assumption of Debt secured by such aircraft, (D) payments of cash in the ordinary course of business and as otherwise permitted by this Agreement, and (E) subject to Section 8.10, other transactions between or among the Obligated Parties in the ordinary course of each Obligated Party’s business consistent with past practices; provided that, notwithstanding the foregoing Borrower or any other provision of this Agreement, as Borrower so long as (i) the surviving Person in any such merger shall be a Wholly-Owned Subsidiary of the Parent and (ii) in no Default event whatsoever shall any of Garlock Sealing, Garrison or Event of Default exists any Dormant Subsidiary be a party to anx xxxx merger or would result therefrom and provided Xxxxx gives the Agents prior written notice:xxxxxxxxation.

Mergers, Consolidations or Sales. No Obligated Party Such Borrower shall not, and shall not suffer or permit any of its Subsidiaries to, enter into any transaction of merger, reorganizationreorganization (other than the Case), or consolidation, or transfer, sell, assign, lease, or otherwise Dispose dispose of all or any part of its property, or sell or issue any of its preferred Capital Stock, or wind up, liquidate, liquidate or dissolve, or agree to do any of the foregoing or petition the Bankruptcy Court for authority to do any of the foregoing, except (i) for (A) sales and other Dispositions of Inventory in the ordinary course of its business, (Bii) sales dispositions of assets in connection with the rejection or other Dispositions expiration of any real estate leases in a manner consistent with a maximization of the value of the assets of such Borrower or Subsidiary (provided that all proceeds of such dispositions shall be applied to the repayment of the Revolving Loans), (iii) in the case of APC, the disposition of the manufacturing plant located in New Britain, Connecticut (including the Equipment located at such plant), (iv) dispositions of Equipment and Real Estate in an aggregate amount, when combined with the aggregate amount of such dispositions of all of the Acme Parties, not to exceed $5,000,000 during the term of this Agreement (provided that all proceeds of such dispositions shall be applied to promptly replace such assets or for corporate purposes of the Acme Parties not prohibited hereunder), (v) dispositions of Equipment (other than those covered in clause (iv) above) in the ordinary course of business that is (1) damaged, worn out, unserviceable, are obsolete or obsolete, (2) no longer necessary used by such Borrower or Subsidiary in its businesses not to exceed $500,000 for any item of Equipment or, when combined with the proper conduct aggregate amount of business with a good faith estimated value not such dispositions of all of the Acme Parties, $4,000,000 in excess the aggregate for all Equipment during the term of $100,000 this Agreement and (vi) other dispositions of tangible assets (other than Inventory and not, in any Fiscal Year of Xxxxxevent, or (3) contemporaneously replaced with Equipment of comparable utility, in each case in the ordinary course of business and operations including a significant portion of the Obligated Parties and on a basis consistent with past practices, (Ctangible assets of such Borrower or Subsidiary) the sale of the helicopter that is the subject of the Aircraft Mortgage or the Cessna 525 aircraft (serial number 525-0341); provided that the purchase price received by the relevant Obligated Party for each such aircraft shall not be less than the fair market value of value, if the proceeds are used to promptly replace such aircraft and at least 75% of the purchase price therefor shall be payable in cash on the closing date of such sale or by the assumption of Debt secured by such aircraft, (D) payments of cash in the ordinary course of business and as otherwise permitted by this Agreement, and (E) subject to Section 8.10, other transactions between or among the Obligated Parties in the ordinary course of each Obligated Party’s business consistent with past practices; provided that, notwithstanding the foregoing or any other provision of this Agreement, as long as no Default or Event of Default exists or would result therefrom and provided Xxxxx gives the Agents prior written notice:assets.

Mergers, Consolidations or Sales. No Obligated Loan Party nor any of its Restricted Subsidiaries shall enter into any transaction of merger, reorganization, or consolidation, or transfer, sell, assign, lease, or otherwise Dispose dispose of all or any part of its property, or sell or issue any of its preferred Capital Stock, or wind up, liquidate, liquidate or dissolve, or agree to do any of the foregoing, except for the following, in each case subject to Section 4.5: (Aa) property consisting of (i) leased property under any lease by a Loan Party or a Restricted Subsidiary of a drilling rig and related equipment in connection with a contract for drilling or workover services by such Loan Party or a Restricted Subsidiary, provided that the term of such lease corresponds to the term of such contract for drilling or workover services or (ii) rented oil tools and equipment in the ordinary course of business, (b) sales and other Dispositions of Inventory in the ordinary course of its business, (Bc) sale of the certain drilling rigs designated as "Parkxx Xxx 245" and "Parkxx Xxx Global Explorer," (d) sales of other property (other than drilling rigs constituting Rig Equipment) in the ordinary course of business for fair consideration in an aggregate sales price per year not exceeding $15,000,000 in any fiscal year of the Parent, (e) sales or dispositions of other Dispositions of Equipment (other than Equipment constituting Rig Equipment) in the ordinary course of business that is (1) damaged, worn out, unserviceable, obsolete or no longer used or useful by such Loan Party in its business and sales of Inventory which is worthless or obsolete, (2f) no longer necessary for a merger or consolidation of a Loan Party or a Restricted Subsidiary of a Loan Party with another Loan Party in a transaction in which the proper conduct of business with survivor is a good faith estimated value not in excess of $100,000 in any Fiscal Year of XxxxxLoan Party, or (3) contemporaneously replaced with Equipment of comparable utility, in each case in the ordinary course of business and operations of the Obligated Parties and on a basis consistent with past practices, (C) the sale of the helicopter that is the subject of the Aircraft Mortgage or the Cessna 525 aircraft (serial number 525-0341); provided that the purchase price Agent shall have received at least thirty (30) days prior written notice thereof and the remaining Loan Parties agree to execute such agreements or provide such certifications in connection therewith as may be requested by the relevant Obligated Party for each Agent and (g) dissolution of any one or more of the Subsidiaries listed on Schedule 9.9, provided, that (i) no such aircraft shall not be less than Subsidiary has any material assets as of the fair market value time of such aircraft dissolution and at least 75% is not material to any of the purchase price therefor shall be payable in cash on operations of any Loan Party and (ii) all assets, if any, owned by such Subsidiary as of the closing date time of such sale or by the assumption of Debt secured by such aircraft, (D) payments of cash in the ordinary course of business and as otherwise permitted by this Agreement, and (E) subject dissolution are transferred to Section 8.10, other transactions between or among the Obligated Parties in the ordinary course of each Obligated a Loan Party’s business consistent with past practices; provided that, notwithstanding the foregoing or any other provision of this Agreement, as long as no Default or Event of Default exists or would result therefrom and provided Xxxxx gives the Agents prior written notice:.