Common use of Mergers, Consolidations or Sales Clause in Contracts

Mergers, Consolidations or Sales. Neither the Parent nor any of its Subsidiaries 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 wind up, liquidate or dissolve, or agree to do any of the foregoing, except (i) for sales of Inventory and other assets in the ordinary course of its business, (ii) for sales or other dispositions of Equipment that are obsolete or no longer useable by a Loan Party, including the sale of Equipment in connection with the closing of stores otherwise permitted hereunder, (iii) other sales of assets (other than Inventory or in connection with sale-leaseback transactions permitted hereunder) outside the ordinary course of business having an aggregate sales price during the term of this Agreement not in excess of $6,000,000, (iv) sales of assets permitted to be made under SECTION 9.20 (provided that the Borrowers shall apply an amount equal to 100% of the Net Cash Proceeds of any transfer or other disposition pursuant to clause (iii) or this clause (iv) to prepay, upon receipt of such Net Cash Proceeds, the Obligations in the manner set forth in SECTION 4.5), (v) leases, subleases and license agreements in the ordinary course of business and the sale by HDSC of the Real Estate it owns on the Closing Date; and (vi) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (a) any wholly owned Subsidiary of HDSC may merge into HDSC in a transaction in which HDSC is the surviving corporation so long as the net worth of the survivor of such merger immediately after such merger is greater than the net worth of HDSC immediately prior to such merger, (b) any wholly owned Subsidiary of HDSC may merge into or consolidate with any other wholly owned Subsidiary of HDSC in a transaction in which the surviving entity is a wholly owned Subsidiary of HDSC, no person other than HDSC or a wholly owned Subsidiary of HDSC received any consideration and if such merger or consolidation involves CRH, CRH is the survivor and as such (and immediately after giving effect thereto) the net worth of CRH as the survivor is greater than the net worth of CRH immediately prior to such merger or consolidation, (c) any Subsidiary of HDSC may be liquidated as long as pursuant to such liquidation all the assets or proceeds therefrom of such Subsidiary are transferred to HDSC or any other wholly owned Subsidiary of HDSC.

Mergers, Consolidations or Sales. Neither the Parent nor any of its Subsidiaries No Loan Party shall enter into any transaction of merger, reorganization, or consolidation, or transfer, sell, assign, leaselease as lessor, or otherwise dispose of all or any part of its property, or wind up, liquidate or dissolve, or agree to do any of the foregoing, except (ia) for sales of Inventory and other assets in the ordinary course of its business, (iib) for sales or other dispositions of Equipment which (i) is replaced with Equipment of like kind, function and value, provided the replacement Equipment shall be acquired prior to or substantially contemporaneously with any disposition of the Equipment that is to be replaced, and the replacement Equipment shall be free and clear of Liens other than Permitted Liens or (ii) are in the ordinary course of its business that is obsolete or no longer useable by the Borrower in its business with an orderly liquidation value not to exceed $500,000 in any Fiscal Year (c) dispositions of accounts receivable pursuant to any Approved Receivables Program or (d) pursuant to the Headquarters Financing Transaction; provided, however, that (i) any Guarantor may merge or transfer all or any part of its assets into or consolidate with a Loan Party, including in each case, provided the sale requirements of Equipment in connection the Security Agreement are complied with as of the closing effective date of stores otherwise permitted hereunderthe consummation of such merger, (iii) other sales of assets (other than Inventory or in connection with sale-leaseback transactions permitted hereunder) outside the ordinary course of business having an aggregate sales price during the term of this Agreement not in excess of $6,000,000, (iv) sales of assets permitted to be made under SECTION 9.20 (provided that the Borrowers shall apply an amount equal to 100% of the Net Cash Proceeds of any transfer or other disposition pursuant to clause (iii) or this clause (iv) to prepay, upon receipt of such Net Cash Proceeds, the Obligations in the manner set forth in SECTION 4.5), (v) leases, subleases and license agreements in the ordinary course of business and the sale by HDSC of the Real Estate it owns on the Closing Date; and (vi) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (aii) any wholly owned Subsidiary of HDSC Guarantor may merge into HDSC in another Person that is not a transaction in which HDSC Subsidiary prior to such merger whereby such other Person is the surviving corporation so provided the requirements of the Security Agreement and Section 7.24 hereof are complied with and such other Person becomes a Subsidiary as of the effective date of the consummation of such merger and that such merger would be a Permitted Acquisition but for the Subsidiary not being the surviving corporation, and (iii) the Loan Parties may make a Permitted Acquisition. 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 the net worth of Borrower gives the Agent and the Lenders prior written notice: (x) a Loan Party, other than the Borrower, may wind-up, dissolve, or liquidate if (i) its property is transferred to the Borrower or another Loan Party and (ii) the Person acquiring such property complies with its obligations under Section 3.4 and Section 7.31 simultaneously with such acquisition; and (y) a Loan Party, other than the Borrower, may merge or consolidate with the Borrower or another Loan Party (provided the Borrower or such other Loan Party is the survivor of such merger immediately after such merger is greater than the net worth of HDSC immediately prior to such merger, (b) any wholly owned Subsidiary of HDSC may merge into or consolidate with any other wholly owned Subsidiary of HDSC in a transaction in which the surviving entity is a wholly owned Subsidiary of HDSC, no person other than HDSC or a wholly owned Subsidiary of HDSC received any consideration and if such merger or consolidation involves CRH, CRH to which it is the survivor and as such (and immediately after giving effect thereto) the net worth of CRH as the survivor is greater than the net worth of CRH immediately prior to such merger or consolidation, (c) any Subsidiary of HDSC may be liquidated as long as pursuant to such liquidation all the assets or proceeds therefrom of such Subsidiary are transferred to HDSC or any other wholly owned Subsidiary of HDSCa party).

Mergers, Consolidations or Sales. Neither the Parent 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 -------- ------- -72- 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 of all or any part of its property, or wind up, liquidate or dissolve, or agree to do any of the foregoing, except (i) for sales of Inventory and other assets in the ordinary course of its business, ; (ii) for sales or other dispositions of Equipment that are obsolete or no longer useable by a Loan Party, including the sale of Equipment in connection with the closing of stores otherwise permitted hereunder, (iii) other sales of assets (other than Inventory or in connection with sale-leaseback transactions permitted hereunder) outside the ordinary course of business having an aggregate sales price during the term of this Agreement not in excess of $6,000,000, (iv) sales of assets permitted to be made under SECTION 9.20 (provided that the Borrowers shall apply an amount equal to 100% of the Net Cash Proceeds of any transfer or other disposition pursuant to clause (iii) or this clause (iv) to prepay, upon receipt of such Net Cash Proceeds, the Obligations in the manner set forth in SECTION 4.5), (v) leases, subleases and license agreements in the ordinary course of business and that is obsolete, worn-out or no longer useable by Borrower in its business; (iii) Permitted Affiliate Investments; (iv) sales by the Parent for fair market value of assets constituting collateral securing the Parent's obligations under the Indenture, provided that the proceeds of any such sale by HDSC -------- shall be reinvested in replacement assets to be used in the ongoing operation of the Real Estate Parent's and its Restricted Subsidiaries' business (it owns on being understood by the parties that the Indenture may require that such replacement assets be pledged as replacement collateral to secure the Parent's obligations under the Indenture); (v) sales of assets having an aggregate book value of (A) not more than $7,500,000 for 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; and , (vi) if sales of manufacturing facilities which are made for fair market value, provided that (A) at the time thereof and immediately after giving effect thereto of any such sale, no Event of Default shall exist or Default shall have occurred and be continuing would result from such sale, (aB) any wholly owned Subsidiary of HDSC may merge into HDSC in a transaction in which HDSC is the surviving corporation so long as the net worth 75% of the survivor aggregate sales price in respect of such merger immediately after such merger is greater than the net worth of HDSC immediately prior to such mergersale shall be paid in cash, (bC) the proceeds of any wholly owned such sale 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, pending such reinvestment, the 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; (vii) mergers or consolidations between the Borrower and any Restricted Subsidiary of HDSC may merge into or consolidate with and between any Restricted Subsidiary and any other wholly owned Restricted Subsidiary, provided that, with respect to any -------- such transaction involving the Borrower, the Borrower shall be the continuing or surviving corporation; (viii) transfers of the capital stock of the German Subsidiary pursuant to any Lien encumbering such capital stock, provided that -------- such Lien is permitted under Section 9.17; and (ix) transfers of HDSC Equipment ------------ and Inventory between the Borrower and its Restricted Subsidiaries, and among Restricted Subsidiaries, permitted under Section 9.14. Notwithstanding ------------ anything to the contrary in a transaction this Section 9.8 or elsewhere in which the surviving entity is a wholly owned Subsidiary of HDSCthis Agreement, no person other than HDSC or a wholly owned Subsidiary of HDSC received any consideration and if such merger or consolidation involves CRH, CRH is the survivor and as such (and immediately after giving effect thereto1) the net worth sale or other disposition of CRH Accounts shall not be permitted at any time hereunder, and (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 any Person except as permitted under the survivor is greater than the net worth of CRH immediately prior to such merger or consolidation, preceding clause (c) any Subsidiary of HDSC may be liquidated as long as pursuant to such liquidation all the assets or proceeds therefrom of such Subsidiary are transferred to HDSC or any other wholly owned Subsidiary of HDSCvii).

Mergers, Consolidations or Sales. Neither the Parent nor any of its Subsidiaries 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 wind up, liquidate or dissolve, or agree to do any of the foregoing, except (i) for sales of Inventory and other assets in the ordinary course of its business, business and (ii) for sales or other dispositions of Equipment that are obsolete or no longer useable by a Loan Party, including the sale of Equipment in connection with the closing of stores otherwise permitted hereunder, (iii) other sales of assets (other than Inventory or in connection with sale-leaseback transactions permitted hereunder) outside the ordinary course of business having an aggregate sales price during the term of this Agreement not in excess of $6,000,000, (iv) sales of assets permitted to be made under SECTION 9.20 (provided that the Borrowers shall apply an amount equal to 100% of the Net Cash Proceeds of any transfer or other disposition pursuant to clause (iii) or this clause (iv) to prepay, upon receipt of such Net Cash Proceeds, the Obligations in the manner set forth in SECTION 4.5), (v) leases, subleases and license agreements in the ordinary course of business and the sale by HDSC of the Real Estate it owns on the Closing Date; and (vi) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing continuing: (a) sales for fair consideration of assets (other than Inventory or Real Estate) in the ordinary course of business that constitute (1) worn out or obsolete personal property of such Credit Party or any wholly Subsidiary thereof or (2) properties of any Credit Party or any Subsidiary thereof no longer necessary for the proper conduct of their respective businesses, having a value in the case of (1) and (2) taken together, together with the value of all other such property of the Credit Parties and their respective Subsidiaries so sold in the same Fiscal Year, of not greater than $5,000,000; (b) sales for fair consideration of properties (other than Facilities that are distribution centers and other than Inventory held for sale outside the ordinary course of business) owned or leased by any Credit Party or any Subsidiary thereof; provided, that the aggregate value (based on the greater of cost and fair market value) of all properties permitted to be sold pursuant to this clause (b) shall not exceed, together with assets sold under clause (c) below, $20,000,000 during the term of this Agreement; (c) sales of assets set forth in Schedule 9.9; (d) the merger of a wholly-owned Subsidiary of HDSC may merge into HDSC in any Credit Party (other than any Subsidiary that is a transaction in which HDSC is the surviving corporation Borrower) with such Credit Party (so long as such Credit Party is the net worth of the sole survivor of such merger immediately after such merger is greater than the net worth of HDSC immediately prior to such merger, (b) any wholly or with another wholly-owned Subsidiary of HDSC such Credit Party (other than any Subsidiary that is a Borrower); and (e) the Parent may merge into or consolidate with any other wholly make a capital contribution of all of the capital stock of a Borrower to another wholly-owned Subsidiary of HDSC in a transaction in which the surviving entity is a wholly owned Subsidiary of HDSC, no person other than HDSC or a wholly owned Subsidiary of HDSC received any consideration and if such merger or consolidation involves CRH, CRH is the survivor and as such Parent (and immediately after giving effect theretoin connection therewith, the Parent shall execute and deliver to the Administrative Agent such amendments, updated schedules, stock certificates and other documents as the Administrative Agent shall reasonably request in connection therewith); and (f) the net worth of CRH as the survivor is greater than the net worth of CRH immediately prior to such merger or consolidation, (c) any Subsidiary of HDSC may be liquidated as long as pursuant to such liquidation all the assets or proceeds therefrom of such Subsidiary are transferred to HDSC or any other wholly owned Subsidiary of HDSCPermitted Transfers.

Mergers, Consolidations or Sales. Neither the Parent nor any of its Subsidiaries 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 wind up, liquidate or dissolve, or agree to do any of the foregoing, except (i) for sales of Inventory and other assets in the ordinary course of its business, (ii) for sales or other dispositions of Equipment that are obsolete or no longer useable by a Loan Party, including the sale of Equipment in connection with the closing of stores otherwise permitted hereunder, (iii) other sales of assets (other than Inventory or in connection with sale-leaseback transactions permitted hereunder) outside the ordinary course of business having an aggregate sales price during the term of this Agreement not in excess of $6,000,000, (iv) sales of assets permitted to be made under SECTION 9.20 (provided that the Borrowers shall apply an amount equal to 100% of the Net Cash Proceeds of any transfer or other disposition pursuant to clause (iii) or this clause (iv) to prepay, upon receipt of such Net Cash Proceeds, the Obligations in the manner set forth in SECTION 4.5), (v) leases, subleases and license agreements in the ordinary course of business and the sale by HDSC of the Real Estate it owns on the Closing Date; and (vi) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (a) any wholly owned Subsidiary of HDSC may merge into HDSC in a transaction in which HDSC is the surviving corporation so long as the net worth of the survivor of such merger immediately after such merger is greater than the net worth of HDSC immediately prior to such merger, (b) any wholly owned Subsidiary of HDSC may merge into or consolidate with any other wholly owned Subsidiary of HDSC in a transaction in which the surviving entity is a wholly owned Subsidiary of HDSC, no person other than HDSC or a wholly owned Subsidiary of HDSC received any consideration and if such merger or consolidation involves CRH, CRH is the survivor and as such (and immediately after giving effect thereto) the net worth of CRH as the survivor is greater than the net worth of CRH immediately prior to such merger or consolidation, (c) any Subsidiary of HDSC may be liquidated as long as pursuant to such liquidation all the assets or proceeds therefrom of such Subsidiary are transferred to HDSC or any other wholly owned Subsidiary of HDSC.of

Mergers, Consolidations or Sales. Neither the Parent nor any of its Subsidiaries No Borrower 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 wind up, liquidate or dissolve, or agree to do any of the foregoingforegoing (or 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 sales of Inventory and other assets in the ordinary course of its business, (ii) for sales or other dispositions of Equipment property in the ordinary course of business that are surplus, worn out, obsolete or no longer useable by a Loan Partyany Borrower, including (iii) for any merger or consolidation of any Borrower with any other Borrower, (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; (v) the sale or compromise of Equipment past due accounts receivable in connection with the closing of stores otherwise permitted hereunder, (iii) other sales of assets (other than Inventory or collection thereof in connection with sale-leaseback transactions permitted hereunder) outside the ordinary course of business having an aggregate sales price during business; (vi) leases or subleases (or assignments of leases or subleases) of fixed assets or licenses or sublicenses (or assignments of licenses or sublicenses) of intangibles, in either case in the term ordinary course of this Agreement not business; (vii) dispositions of Cash Equivalents (and, in excess of $6,000,000, (iv) sales of assets permitted to be made under SECTION 9.20 (provided that the Borrowers shall apply an amount equal to 100% case of the Net Cash Proceeds Fibreboard Settlement Trust, dispositions of any transfer or other disposition pursuant to clause (iiiInvestments by the Fibreboard Settlement Trust) or this clause (iv) to prepay, upon receipt of such Net Cash Proceeds, the Obligations in the manner set forth in SECTION 4.5), (v) leases, subleases and license agreements in the ordinary course of business at fair market value and on commercially reasonable terms; (viii) the making of Investments which are not Restricted Investments, if making such Investments would otherwise be deemed a sale by HDSC of the Real Estate it owns on the Closing Date; or other disposition subject to this Section 7.8, and (viix) if sales or other dispositions of any asset not otherwise permitted under this Section 7.8 having a book value at the time thereof of disposition that represents a percentage of the consolidated assets of the Company and immediately 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 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 any such Subsidiary shall cease to be deemed to have been disposed of for the 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 Company or any such Subsidiary free of any leasehold interest or other Lien, except a Lien permitted under Section 7.17; provided that any sale or other disposition permitted under this clause (ix) shall not include any Accounts or Inventory of any Borrower unless (1) no Default or Event of Default has occurred and is continuing or would result 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 (4) either (A) after giving effect thereto no Event of Default or Default shall have occurred and be continuing (a) any wholly owned Subsidiary of HDSC may merge into HDSC in a transaction in which HDSC is the surviving corporation so long as the net worth of the survivor of such merger immediately after such merger is greater than the net worth of HDSC immediately prior to such mergersale or disposition, either Availability is at least $150,000,000 or Borrowing Base Availability is at least $250,000,000 or (bB) in the case of any wholly owned Subsidiary sale or disposition which does not satisfy the requirements of HDSC may merge into Clause (A), the aggregate book value of all Accounts and Inventory included in any such sale or consolidate with any 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 wholly owned Subsidiary of HDSC in a transaction in which dispositions following the surviving entity is a wholly owned Subsidiary of HDSC, no person other than HDSC or a wholly owned Subsidiary of HDSC received any consideration Closing Date and if such merger or consolidation involves CRH, CRH is the survivor and as such permitted under this clause (and immediately after giving effect theretoB) the net worth of CRH as the survivor is greater than the net worth of CRH immediately prior to such merger or consolidation, (c) any Subsidiary of HDSC may be liquidated as long as pursuant to such liquidation all the assets or proceeds therefrom of such Subsidiary are transferred to HDSC or any other wholly owned Subsidiary of HDSCshall not exceed $50,000,000.

Mergers, Consolidations or Sales. Neither Except as otherwise permitted under this Agreement, the Parent nor Borrower shall not, and shall not permit any of its Subsidiaries shall to, enter into any transaction of merger, reorganization, or consolidation, except among themselves and so long as the Borrower is the surviving entity and retains a majority of the assets, or transfer, sell, assign, lease, or otherwise dispose of all or any part of its propertyproperty except among the Borrower and Subsidiary Guarantors and the Borrower retains a majority of the assets, or wind up, liquidate or dissolve, or agree to do any of the foregoing, except (ia) for sales of Inventory and other assets in the ordinary course of its business, (iib) for surrender or waiver of tort claims or contract rights in the ordinary course of business that have not otherwise been pledged to Agent, (c) for the grant in the ordinary course of business of non-exclusive licenses in patents, trademarks, and registrations therefor and other similar intellectual property, (d) for sales, transfers or termination of officer's life insurance policies, (e) for sales of computer equipment and software in the ordinary course of business that are obsolete or no longer useable by the Borrower and its Subsidiaries in their business, and (f) for sales or other dispositions of Equipment (other than computer equipment and software sold as permitted by clause (e) above) that are obsolete or no longer useable by a Loan Partythe Borrower or its Subsidiaries in its business with an orderly liquidation value not to exceed $500,000 in any Fiscal Year. Within either (i) 180 days following or (ii) 90 days before, including the sale of Equipment in connection with the closing of stores otherwise sales or dispositions permitted hereunder, (iii) other sales of assets (other than Inventory or in connection with sale-leaseback transactions permitted hereunder) outside the ordinary course of business having an aggregate sales price during the term of this Agreement not in excess of $6,000,000, (iv) sales of assets permitted to be made under SECTION 9.20 (provided that the Borrowers shall apply an amount equal to 100% of the Net Cash Proceeds of any transfer or other disposition pursuant to clause (iiif) above, the Borrower or this clause (iv) to prepay, upon its Subsidiaries shall reinvest the proceeds of the sale or disposition or shall have purchased replacement Equipment in anticipation of the receipt of such Net Cash Proceeds, the Obligations in the manner set forth in SECTION 4.5), (v) leases, subleases and license agreements in the ordinary course of business and the sale by HDSC of the Real Estate it owns on the Closing Dateproceeds; and (vi) if at the time thereof and immediately after giving effect thereto provided that no Event of Default or Default shall have has occurred and be is continuing (a) any wholly owned Subsidiary of HDSC may merge into HDSC in a transaction in which HDSC is at the surviving corporation so long as the net worth time of the survivor receipt of such merger immediately after proceeds or the reinvestment of such merger is greater than proceeds. If the net worth of HDSC immediately prior Borrower or its Subsidiaries fail to comply with subclauses (i) or (ii) Agent shall apply such merger, proceeds (b) any wholly owned Subsidiary of HDSC may merge into or consolidate with any other wholly owned Subsidiary of HDSC in a transaction in which the surviving entity is a wholly owned Subsidiary of HDSC, no person other than HDSC proceeds with respect to sale or disposition of Equipment of a wholly owned Canadian Subsidiary Guarantor) to the Loans in accordance with Section 3.4. All Equipment purchased with such proceeds shall be free and clear of HDSC received all Liens, except the Agent's Liens. Notwithstanding anything herein to the contrary, to the extent Equipment of any consideration and if Canadian Subsidiary Guarantor is sold pursuant to clause (f) above, the Borrower shall cause such merger Canadian Subsidiary Guarantor to deposit such proceeds into a cash collateral account pledged to the Agent, to be used within the time period set forth in clause (i) or consolidation involves CRH(ii) above, CRH is the survivor and as such (and immediately after giving effect thereto) the net worth applicable, for reinvestment or purchase of CRH as the survivor is greater than the net worth of CRH immediately prior to such merger or consolidationnew Equipment, (c) any Subsidiary of HDSC may be liquidated as long as pursuant such proceeds are not used to reduce the Obligations. To the extent such liquidation all proceeds are not used within the assets or proceeds therefrom of such Subsidiary are transferred time periods and for the purposes set forth herein, the pledged cash collateral shall remain so pledged to HDSC or any other wholly owned Subsidiary of HDSCthe Agent indefinitely.

Mergers, Consolidations or Sales. Neither the Parent Loan Party nor any of its Subsidiaries 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 wind up, liquidate or dissolve, or agree to do any of the foregoing, except (i) for sales of Inventory and other assets in the ordinary course of its business, (ii) for sales or other dispositions of Equipment in the ordinary course of business that are obsolete or no longer useable by a Loan Party, including the sale of Equipment Party in connection with the closing of stores otherwise its business as permitted hereunderby SECTION 6.11, (iii) other sales a Subsidiary of Parent Guarantor, or Fox Athletic LLC, may merge, reorganize or consolidate with or into, or wind-up, liquidate or dissolve in a transaction whereby all of the assets (other than Inventory of such Subsidiary, or in connection with saleFox Athletic LLC, are transferred to, another Subsidiary which is wholly-leaseback transactions permitted hereunder) outside owned by the ordinary course of business having an aggregate sales price during Parent Guarantor or the term of this Agreement not in excess of $6,000,000Borrower so long as the Borrower is the continuing or surviving Person, (iv) sales a Borrower may merge, reorganize or consolidate into another, or transfer all of its assets and liabilities to another, Borrower, (v) a Loan Party may transfer property to make an investment of the type described in clauses (a) through (p) of the definition of Restricted Investment as and to the extent permitted therein or to be made make Distributions permitted under SECTION 9.20 9.10 below, and (provided that vi) a Loan Party may dispose of property in a bona fide arms' length transaction for cash consideration at fair market value so long as the Borrowers shall apply an aggregate amount equal of consideration for all dispositions from and including the date hereof does not exceed $5,000,000 and on the last day of the quarter immediately preceding the date of any such transfer, and after giving proforma effect to 100any such transfer, the Parent Guarantor was in compliance by more than 120% of the consolidated Net Cash Proceeds Worth required under SECTION 9.25 and by more than 120% of the Fixed Charge Coverage Ratio required under SECTION 9.26; provided, HOWEVER, the Parent Guarantor shall give the Agent not less than ten (10) Business Days prior written notice of any transfer such transaction described in clauses (iii) through (vi) above setting forth the terms of and parties to such transaction in reasonable detail, and certifying that it complies with the requirements of this Section, and no such transaction described in clauses (ii) through (vi) above shall be permitted if after giving effect thereto a Material Adverse Effect could reasonably be expected to result therefrom or any other disposition pursuant to Default or Event of Default has occurred and is continuing or would result therefrom; and PROVIDED, FURTHER, that, in the case of any such transaction described in clause (iii) or this clause (iv) above, the applicable continuing, surviving or transferee Person (the "Successor") shall deliver not less than ten (10) Business Days prior to prepay, upon receipt the consummation of such Net Cash Proceedstransaction an agreement in form and substance satisfactory to the Agent whereby the Successor agrees to assume and be bound by all of the other Person's obligations under this Agreement and all other Loan Documents, an opinion of counsel reasonably satisfactory to the Agent with respect to such agreement, the Obligations continued perfection of all Liens granted hereunder and under the other Loan Documents to the Agent in all Collateral which is the manner set forth in SECTION 4.5)subject of such transfer and as to all other matters reasonably requested by the Agent, (v) leasesand such other documents and take such other actions as the Agent or the Majority Lenders may reasonably request. Without limiting the foregoing, subleases and license agreements in the ordinary course of business and the sale by HDSC Parent Guarantor shall at all times own, directly or indirectly, 100% of the Real Estate it owns on the Closing Date; issued and (vi) if at the time thereof outstanding Capital Stock of each other Loan Party, and immediately after giving effect thereto no Event Loan Party shall dispose of Default or Default shall have occurred and be continuing (a) any wholly owned Subsidiary interest in any Capital Stock of HDSC may merge into HDSC in a transaction in which HDSC is the surviving corporation so long as the net worth of the survivor of such merger immediately after such merger is greater than the net worth of HDSC immediately prior to such merger, (b) any wholly owned Subsidiary of HDSC may merge into or consolidate with any other wholly owned Subsidiary of HDSC in a transaction in which the surviving entity is a wholly owned Subsidiary of HDSC, no person other than HDSC or a wholly owned Subsidiary of HDSC received any consideration and if such merger or consolidation involves CRH, CRH is the survivor and as such (and immediately after giving effect thereto) the net worth of CRH as the survivor is greater than the net worth of CRH immediately prior to such merger or consolidation, (c) any Subsidiary of HDSC may be liquidated as long as pursuant to such liquidation all the assets or proceeds therefrom of such Subsidiary are transferred to HDSC or any other wholly owned Subsidiary of HDSCLoan Party held by it.

Mergers, Consolidations or Sales. Neither the Parent No Borrower nor any of its their respective Subsidiaries 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 wind up, liquidate or dissolve, or agree to do any of the foregoing, except for (i) for sales of Inventory and other assets 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), (ii) for sales or other dispositions of Equipment in the ordinary course of business that are obsolete or no longer useable used by a Loan Party, including the sale of Equipment Borrower in connection with the closing of stores otherwise permitted hereunderits business, (iii) other sales of assets (other than Inventory so long as no Default or in connection with sale-leaseback transactions permitted hereunder) outside the ordinary course of business having an aggregate sales price during the term of this Agreement not in excess of $6,000,000, (iv) sales of assets permitted to be made under SECTION 9.20 (provided that the Borrowers shall apply an amount equal to 100% of the Net Cash Proceeds of any transfer or other disposition pursuant to clause (iii) or this clause (iv) to prepay, upon receipt of such Net Cash Proceeds, the Obligations in the manner set forth in SECTION 4.5), (v) leases, subleases and license agreements in the ordinary course of business and the sale by HDSC of the Real Estate it owns on the Closing Date; and (vi) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing at the time thereof, Permitted Dispositions, (aiv) any wholly owned Subsidiary of HDSC may merge into HDSC in a transaction in which HDSC is the surviving corporation so long as no Default or Event of Default shall have occurred and be continuing at the net worth 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, (v) sales or other dispositions of Fixed Assets which do not constitute Collateral by Foreign Subsidiaries for fair market value, (vi) the sale of the survivor Membership Interests from Xxxxxxx Sealing to Coltec in accordance with the terms of such merger immediately after such merger is greater than the net worth CIP/GGB Purchase Agreement, and the contribution of HDSC immediately prior certain assets from Xxxxxxx Sealing to such mergerGarlock Bearing in accordance with the terms of the GGB Contribution Agreement, and (bvii) the contribution of certain membership interests in Stemco from Xxxxxxx Sealing to Stemco Holdings Delaware in accordance with the terms of the Stemco Contribution Agreement, and the sale of the assets of Stemco LP (TX) to Stemco LP (DE) in accordance with the terms of the Stemco Purchase Agreement. In addition to the foregoing, any wholly owned Borrower may merge with any other Borrower, any Subsidiary of HDSC any Borrower may merge into or consolidate with or into any Borrower, and any Subsidiary of any Borrower may merge with any Subsidiary of such Borrower or any other wholly owned Borrower so long as (i) the surviving Person in any such merger shall be a Wholly-Owned Subsidiary of HDSC the Parent and (ii) in no event whatsoever shall any of Xxxxxxx Sealing, Xxxxxxxx or any Dormant Subsidiary be a transaction in which the surviving entity is a wholly owned Subsidiary of HDSC, no person other than HDSC or a wholly owned Subsidiary of HDSC received party to any consideration and if such merger or consolidation involves CRH, CRH is the survivor and as such (and immediately after giving effect thereto) the net worth of CRH as the survivor is greater than the net worth of CRH immediately prior to such merger or consolidation, (c) any Subsidiary of HDSC may be liquidated as long as pursuant to such liquidation all the assets or proceeds therefrom of such Subsidiary are transferred to HDSC or any other wholly owned Subsidiary of HDSC.

Mergers, Consolidations or Sales. Neither the Parent 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 of all or any part of its property, or wind up, liquidate or dissolve, or agree to do any of the foregoing, except (i) a Borrower may be a party to a transaction of merger or consolidation with another Borrower, provided that if the Parent is a party to such transaction, the Parent shall be the surviving entity, (ii) for transfers of property between Borrowers, (iii) a Subsidiary that is not a Borrower may (a) merge or consolidate with or into (x) a Borrower, so long as such Borrower is the surviving entity, or (y) another Subsidiary that is not a Borrower or (b) transfer property to a Borrower or another Subsidiary that is not a Borrower, (iv) for sales of Inventory and other assets in the ordinary course of its business, (iiv) for sales or other dispositions of Equipment in the ordinary course of business that are obsolete or no longer useable by a Loan Party, including the sale of Equipment such Borrower in connection with the closing of stores otherwise its business as permitted hereunderby SECTION 6.11, (iii) other sales of assets (other than Inventory or in connection with sale-leaseback transactions permitted hereunder) outside the ordinary course of business having an aggregate sales price during the term of this Agreement not in excess of $6,000,000, (ivvi) sales of assets permitted accounts receivable to be made a Factor under SECTION 9.20 a Factoring Agreement that is subject to an Assignment of Factoring Proceeds, (provided that vii) the sale, for fair market value, of the condominium owned by the Borrowers shall apply an amount equal to 100% of the Net Cash Proceeds of any transfer or other disposition pursuant to clause (iii) or this clause (iv) to prepayin Banner Elk, upon receipt of such Net Cash Proceeds, the Obligations in the manner set forth in SECTION 4.5), (v) leases, subleases and license agreements in the ordinary course of business and the sale by HDSC of the Real Estate it owns on the Closing Date; North Carolina and (viviii) if at the time thereof and immediately after giving effect thereto no Event a dissolution of Default or Default shall have occurred and be continuing (a) any wholly owned Subsidiary of HDSC may merge into HDSC in a transaction in which HDSC is the surviving corporation so long as the net worth of the survivor of such merger immediately after such merger is greater than the net worth of HDSC immediately prior to such merger, (b) any wholly owned Subsidiary of HDSC may merge into or consolidate with any other wholly owned Subsidiary of HDSC in a transaction in which the surviving entity is a wholly owned Subsidiary of HDSCthat is no longer active and that has no material assets, no person other than HDSC or a wholly owned Subsidiary of HDSC received any consideration and PROVIDED that if such merger or consolidation involves CRHdissolving Subsidiary is a Borrower, CRH is (a) at least ten (10) Business Days prior written notice of such dissolution shall have been given to the survivor Agent and as such the Lenders, and (and immediately after giving effect theretob) the net worth of CRH as the survivor is greater than the net worth of CRH immediately prior Agent shall have consented to such merger or consolidation, dissolution (csuch consent not to be unreasonably withheld) any Subsidiary of HDSC may be liquidated as long as pursuant and executed appropriate releases with respect to such liquidation all Borrower's obligations under the assets or Loan Documents. The inclusion of proceeds therefrom in the definition of such Subsidiary are transferred Collateral shall not be deemed to HDSC constitute the Agent's or any Lender's consent to any sale or other wholly owned Subsidiary disposition of HDSCthe Collateral except as expressly permitted herein.

Mergers, Consolidations or Sales. Neither the Parent nor Such Loan Party shall not, and shall not suffer or permit any of its Subsidiaries shall to, enter into any transaction of merger, reorganizationamalgamation, reorganization (other than the Case), or consolidation, or transfer, sell, assign, lease, or otherwise dispose of all or any part of its property, or wind up, 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 sales of Inventory and other assets in the ordinary course of its business, (ii) sales or other dispositions on a non-recourse basis of Consumer Credit Card Receivables pursuant to a securitization program that is acceptable to the Agent and Majority Lenders; (iii) sales or closings by a Borrower or Xxxxx Xxxxx Canada of its retail and outlet stores; provided, that (x) in the case of any such sales (including "going out of business" sales in connection with the closing down of a retail or outlet store) which include assets consisting of Consumer Credit Card Receivables, Major Credit Card Receivables, Inventory or Real Estate, the net cash proceeds received by such Borrower or Xxxxx Xxxxx Canada from such sale shall be in an aggregate amount not less than the proceeds from Revolving Loans that any Borrower would be able to receive in respect of such Consumer Credit Card Receivables, Major Credit Card Receivables, Inventory or Real Estate, as the case may be, if such Consumer Credit Card Receivables, Major Credit Card Receivables, Inventory or Real Estate were included in the calculation of Combined Availability (without giving effect to any Commitment, the Maximum Revolver Amount or any other limits included in the calculation of Combined Availability) and (y) the aggregate number of retail or outlet stores sold or closed during the term of this Agreement shall not exceed 80 stores; (iv) for sales or other dispositions of Equipment in the ordinary course of business that are obsolete or no longer useable by a such Loan Party, including the Party or Subsidiary in its business with an aggregate fair market value not to exceed $2,500,000 in any Fiscal Year (exclusive of any net cash proceeds from any such sale or other disposition made in such Fiscal Year which is reinvested in Equipment within 90 days of Equipment in connection with the closing of stores otherwise permitted hereunder, such sale or other disposition) and (iiiv) for other sales of assets (other than Inventory stores by a Borrower or in connection with sale-leaseback transactions permitted hereunder) outside the ordinary course of business Xxxxx Xxxxx Canada having an aggregate sales price book value not to exceed $5,000,000 during the term of this Agreement not in excess of $6,000,000Agreement. Following each such Equipment sale or disposition, (iv) sales of assets permitted to be made under SECTION 9.20 (provided that such Loan Party or Subsidiary, as the Borrowers case may be, shall apply an amount equal such proceeds first, to 100% satisfy any debt that is secured by a lien (other than the Agent's Lien) encumbering such asset which is superior in priority to the Agent's, and second, to the Loans in accordance with Section 4.5. All Equipment purchased with such proceeds shall be free and clear of all Liens, except the Net Cash Proceeds of any transfer or Agent's Liens and other disposition pursuant to Permitted Liens (except those Permitted Liens under clause (iiii) or this clause (iv) to prepay, upon receipt of such Net Cash Proceeds, the Obligations in the manner set forth in SECTION 4.5defined term), (v) leases, subleases and license agreements in the ordinary course of business and the sale by HDSC of the Real Estate it owns on the Closing Date; and (vi) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (a) any wholly owned Subsidiary of HDSC may merge into HDSC in a transaction in which HDSC is the surviving corporation so long as the net worth of the survivor of such merger immediately after such merger is greater than the net worth of HDSC immediately prior to such merger, (b) any wholly owned Subsidiary of HDSC may merge into or consolidate with any other wholly owned Subsidiary of HDSC in a transaction in which the surviving entity is a wholly owned Subsidiary of HDSC, no person other than HDSC or a wholly owned Subsidiary of HDSC received any consideration and if such merger or consolidation involves CRH, CRH is the survivor and as such (and immediately after giving effect thereto) the net worth of CRH as the survivor is greater than the net worth of CRH immediately prior to such merger or consolidation, (c) any Subsidiary of HDSC may be liquidated as long as pursuant to such liquidation all the assets or proceeds therefrom of such Subsidiary are transferred to HDSC or any other wholly owned Subsidiary of HDSC.

Mergers, Consolidations or Sales. Neither the Parent nor any of its Subsidiaries shall enter Enter into any transaction of merger, reorganization, or consolidation, or transfer, sell, assign, lease, or otherwise dispose of all or effect any part of its propertyAsset Transfer, or wind up, liquidate or dissolve, or agree to do any of the foregoing, except except: (ia) for sales of Inventory and other assets in the ordinary course of its business; (b) a lease or sublease, as lessor or sublessor, of a retail store (i) to a participant in the Riverside Markets, Bi-Lo Markets or Big M franchise program or to a wholesale customer of a Borrower; (ii) for sales or other dispositions of Equipment that are obsolete or no longer useable which has been replaced by another retail store operated by a Loan Party, including the sale of Equipment in connection with the closing of stores otherwise permitted hereunder, Borrower; or (iii) if in such Borrower's or Subsidiary's reasonable business judgment such store is no longer necessary to its continued business operations and such lease or sublease is in its best interests; (c) a merger of any Subsidiary into a Borrower or any Subsidiary, or a merger of a Borrower that is a Subsidiary of another Borrower into such other sales Borrower, or the dissolution, windup or liquidation of assets any Restricted Subsidiary or Dairy Dell, Inc.; (d) with the consent of the Required Lenders, which may be given or withheld in their sole discretion, a merger of Penn Traffic into any Subsidiary, or a consolidation of Penn Traffic with any Subsidiary where Penn Traffic is not the surviving corporation, or a merger or consolidation of any Borrower other than Inventory Penn Traffic into or in connection with sale-leaseback transactions permitted hereunder) outside the ordinary course of business having an aggregate sales price during the term of this Agreement not in excess of $6,000,000, any Guarantor Subsidiary; (iv) sales of assets permitted to be made under SECTION 9.20 (provided that the Borrowers shall apply an amount equal to 100% of the Net Cash Proceeds of any transfer or other disposition pursuant to clause (iii) or this clause (iv) to prepay, upon receipt of such Net Cash Proceeds, the Obligations in the manner set forth in SECTION 4.5), (v) leases, subleases and license agreements in the ordinary course of business and the sale by HDSC of the Real Estate it owns on the Closing Date; and (vie) if at the time thereof and immediately after giving effect thereto no Event or Event of Default or Default shall have occurred and be continuing or would occur after giving effect thereto, a Disposition of Property by a Borrower, other than a Sale and Leaseback Transaction, provided that (ai) the Property is sold or Disposed of for consideration not less than the Fair Market Value thereof, (ii) the Net Cash Proceeds are paid to the Agent to the extent required under Section 4.4(a)(i) and (iii) the Fair Market Value of all Property so sold or Disposed of (x) from the Closing Date to the end of Fiscal Year 2000 does not exceed $20,000,000 or (y) in any subsequent Fiscal Year does not exceed $25,000,000; (f) (i) a sale as part of a Development Sale and Leaseback Transaction, provided that the Net Cash Proceeds are paid to the Agent to the extent required under Section 4.4(b), (ii) a sale as part of a Redevelopment Sale and Leaseback Transaction, provided that the Net Cash Proceeds are paid to the Agent to the extent of the Original Property Value, to be applied as provided in Section 4.4(a)(ii), and (iii) any wholly owned Subsidiary Sale and Leaseback Transaction other than a Development Sale and Leaseback Transaction or a Redevelopment Sale and Leaseback Transaction, provided that the Net Cash Proceeds are paid to the Agent as provided in Section 4.4(a)(iii); (g) a sale or Disposition with or without consideration, of HDSC may merge into HDSC Property determined to be obsolete or surplus in a transaction in which HDSC is the surviving corporation discretion of management exercised pursuant to normal commercial standards, so long as the net worth Fair Market Value of all such Property so disposed of in any Fiscal Year with consideration does not exceed $250,000 in the survivor of such merger immediately after such merger is greater than the net worth of HDSC immediately prior to such merger, aggregate or (bh) other Dispositions specifically permitted by any wholly owned Subsidiary of HDSC may merge into or consolidate with any other wholly owned Subsidiary of HDSC in a transaction in which the surviving entity is a wholly owned Subsidiary of HDSC, no person Loan Document other than HDSC or a wholly owned Subsidiary of HDSC received any consideration and if such merger or consolidation involves CRH, CRH is the survivor and as such (and immediately after giving effect thereto) the net worth of CRH as the survivor is greater than the net worth of CRH immediately prior to such merger or consolidation, (c) any Subsidiary of HDSC may be liquidated as long as pursuant to such liquidation all the assets or proceeds therefrom of such Subsidiary are transferred to HDSC or any other wholly owned Subsidiary of HDSCthis Agreement.

Mergers, Consolidations or Sales. Neither the Parent nor any of its Subsidiaries Except for Permitted Acquisitions, no Borrower 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 wind up, liquidate or dissolve, or agree to do any of the foregoingforegoing (or apply to the Bankruptcy Court for authority to do so), except (i) for sales of Inventory and other assets in the ordinary course of its business, ; (ii) for sales or other dispositions of Equipment property in the ordinary course of business that are is surplus, worn out, obsolete or no longer useable by a Loan Partyany Borrower; (iii) for any merger or consolidation of any Borrower with any other Borrower; (iv) for any transfer, including 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; (v) the sale or compromise of Equipment past due accounts receivable in connection with the closing of stores otherwise permitted hereunder, (iii) other sales of assets (other than Inventory or in connection with sale-leaseback transactions permitted hereunder) outside the ordinary course of business having an aggregate sales price during the term of this Agreement not in excess of $6,000,000, (iv) sales of assets permitted to be made under SECTION 9.20 (provided that the Borrowers shall apply an amount equal to 100% of the Net Cash Proceeds of any transfer or other disposition pursuant to clause (iii) or this clause (iv) to prepay, upon receipt of such Net Cash Proceeds, the Obligations in the manner set forth in SECTION 4.5), (v) leases, subleases and license agreements collection thereof in the ordinary course of business and the sale by HDSC of the Real Estate it owns on the Closing Datebusiness; and (vi) if at leases or subleases (or assignments of leases or subleases) of fixed assets which are not included or intended to be included in the time thereof Borrowing Base or licenses or sublicenses (or assignments of licenses or sublicenses) of intangibles, in either case in the ordinary course of business; (vii) dispositions of Cash Equivalents; (viii) as long as no Default or Event of Default has occurred and immediately is continuing, asset dispositions which are not Material Asset Dispositions, (ix) as long as no Default or Event of Default has occurred and is continuing, a Material Asset Disposition as long as, after giving effect thereto to such Material Asset Disposition, the aggregate Net Proceeds from all Material Asset Dispositions (plus the aggregate amount of insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets) received by the Borrowers after the date hereof is less than $20,000,000, (x) as long as no Default or Event of Default or Default shall have has occurred and be continuing is continuing, a Material Asset Disposition if, after giving effect to such Material Asset Disposition, (a) any wholly owned Subsidiary the aggregate Net Proceeds from all Material Asset Dispositions (plus the aggregate amount of HDSC may merge into HDSC in a transaction in which HDSC is insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets) received by the surviving corporation so long as Borrowers after the net worth of the survivor of such merger immediately after such merger date hereof is greater than the net worth of HDSC immediately prior to such merger$20,000,000 but less than $50,000,000, (b) any wholly owned Subsidiary the aggregate outstanding Obligations at the time of HDSC may merge into or consolidate with any other wholly owned Subsidiary the consummation of HDSC in a transaction in which the surviving entity is a wholly owned Subsidiary of HDSC, no person other relevant Material Asset Disposition are less than HDSC or a wholly owned Subsidiary of HDSC received any consideration $150,000,000 and if such merger or consolidation involves CRH, CRH is the survivor and as such (and immediately after giving effect thereto) the net worth of CRH as the survivor is greater than the net worth of CRH immediately prior to such merger or consolidation, (c) any Subsidiary none of HDSC may be liquidated as long as pursuant to such liquidation all the assets or proceeds therefrom which are the subject of such Subsidiary are transferred to HDSC Material Asset Disposition is or was an Eligible Fixed Asset or an asset located at or on any other wholly owned Subsidiary Real Estate included within the definition of HDSCLand and Buildings.