Common use of Sale of Stock and Assets Clause in Contracts

Sale of Stock and Assets. No Credit Party shall sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts, other than (a) the sale of Inventory in the ordinary course of business, (b) the sale, transfer, conveyance or other disposition by a Credit Party of Equipment, Fixtures or Real Estate that are obsolete or no longer used or useful in such Credit Party’s business and having a book value, not exceeding $50,000 in any single transaction or $150,000 in the aggregate in any Fiscal Year, and (c) the sale or other disposition of other Equipment and Fixtures having a book value not exceeding $50,000 in any single transaction or $150,000 in the aggregate in any Fiscal Year. With respect to any disposition of assets or other properties permitted pursuant to clause (b) and clause (c), Agent agrees on reasonable prior written notice and absent the existence of a Default or Event of Default, to release its Lien on such assets or other properties in order to permit the applicable Credit Party to effect such disposition and shall execute and deliver to Borrower Representative, at Borrowers’ expense, appropriate UCC termination statements and other releases as reasonably requested by Borrowers.

Sale of Stock and Assets. No Credit Party shall sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of its AccountsAccounts or Intellectual Property, other than (a) the sale of Inventory in the ordinary course of business, and (b) the sale, transfer, conveyance or other disposition by a Credit Party of Equipment, Fixtures or Real Estate that are obsolete or no longer used or useful in such Credit Party’s 's business and having a net book value, value not exceeding $50,000 250,000 in any single transaction or $150,000 1,000,000 in the aggregate in any Fiscal Year, ; and (c) the sale or other disposition of other Equipment and Fixtures having a net book value not exceeding $50,000 100,000 in any single transaction or $150,000 1,000,000 in the aggregate in any Fiscal Year; provided, however, LaCrosse may sell the fixed assets (as more fully described in that certain letter of intent from Tarkman Associates, Inc. to LaCrosse dated May 23, 2001) and the related Equipment as long as at least 15% of the net proceeds of such sale are used to repay outstanding Revolving Credit Advances. With respect to any disposition of assets or other properties permitted pursuant to clause clauses (b) and clause (c) above, subject to Section 1.3(b), Agent agrees on reasonable prior written notice and absent the existence of a Default or Event of Default, to release its Lien on such assets or other properties in order to permit the applicable Credit Party to effect such disposition and shall execute and deliver to Borrower RepresentativeBorrowers, at Borrowers’ ' expense, appropriate UCC UCC-3 termination statements and other releases as reasonably requested by Borrowers.

Sale of Stock and Assets. No Credit Party shall, or shall permit any of its Subsidiaries to, sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including the capital Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of its their Accounts, other than (a) the sale of Inventory in the ordinary course of business, and (b) the sale, transfer, conveyance or other disposition by a Credit Party of Equipment, Fixtures or Real Estate that are obsolete or no longer used or useful in such Credit Party’s 's business and having a book value, value not exceeding $50,000 250,000 in any single transaction or $150,000 500,000 in the aggregate in any Fiscal Year and (c) other Equipment and Fixtures having a value not exceeding $100,000 in any single transaction or $250,000 in the aggregate in any Fiscal Year, and ; provided that the consideration received in any such sale under clause (b) or clause (c) above, shall be in an amount equal to at least the sale or other disposition of other Equipment fair market value thereof, shall be paid solely in cash and Fixtures having a book value not exceeding $50,000 shall be deposited directly into the Concentration Account upon receipt to be applied to the Obligations in any single transaction or $150,000 in the aggregate in any Fiscal Year. accordance with Annex C. With respect to any disposition of assets or other properties permitted pursuant to clause (b) and clause (c)) above, Agent agrees on reasonable prior written notice and absent the existence of a Default or Event of Default, to release its Lien on such assets or other properties in order to permit the applicable Credit Party to effect such disposition and shall execute and deliver to Borrower RepresentativeBorrower, at Borrowers’ Borrower's expense, appropriate UCC UCC-3 termination statements and other releases as reasonably requested by BorrowersBorrower.

Sale of Stock and Assets. No Credit Party shall sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts, other than (a) the sale of Inventory in the ordinary course of business, (b) the Permitted Real Estate Sale, (c) the sale, transfer, conveyance or other disposition by a Credit Party of Equipment, Equipment or Fixtures or Real Estate that are obsolete or no longer used or useful in such Credit Party’s business and having a net book value, value not exceeding $50,000 100,000 in any single transaction or $150,000 250,000 in the aggregate in any Fiscal Year, Year and (cd) the sale or other disposition of other Equipment and Fixtures having a book value not exceeding $50,000 100,000 in any single transaction or $150,000 250,000 in the aggregate in any Fiscal Year. With respect to any disposition of assets or other properties permitted pursuant to clause clauses (b), (c) and clause (cd) above, subject to Section 1.3(b), Agent agrees on reasonable prior written notice and absent the existence of a Default or Event of Default, to release its Lien on such assets or other properties in order to permit the applicable Credit Party to effect such disposition and shall execute and deliver to Borrower RepresentativeBorrower, at Borrowers’ Borrower’s expense, appropriate UCC UCC-3 termination statements and other releases as reasonably requested by BorrowersBorrower.

Sale of Stock and Assets. No Credit Party (i) (other than Holdings) shall sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including the Stock of any of its Subsidiaries assets (whether in a public or a private offering or otherwise) or any of its their Accounts, other than (a) the sale of Inventory in the ordinary course of business, and (b) the sale, transfer, conveyance or other disposition by a Credit Party of Equipment, Fixtures or Real Estate that are obsolete or no longer used or useful in such Credit Party’s 's business and having a book value, value not exceeding $50,000 100,000 in any single transaction or $150,000 250,000 in the aggregate in any Fiscal Year and (c) other Equipment and Fixtures having a value not exceeding $100,000 in any single transaction or $250,000 in the aggregate in any Fiscal Year, and (cii) shall sell, transfer, convey or otherwise dispose of the sale or other disposition capital stock of other Equipment and Fixtures having a book value not exceeding $50,000 in any single transaction or $150,000 in the aggregate in any Fiscal Yearof its Subsidiaries. With respect to any disposition of assets or other properties permitted pursuant to clause (b) and clause (c)) above, Agent agrees on reasonable prior written notice and absent the existence of a Default or Event of Default, to release its Lien on such assets or other properties in order to permit the applicable Credit Party to effect such disposition and shall execute and deliver to Borrower RepresentativeBorrower, at Borrowers’ Borrower's expense, appropriate UCC UCC-3 termination statements and other releases as reasonably requested by BorrowersBorrower.

Sale of Stock and Assets. No Credit Party shall sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts, other than (a) the sale of Inventory in the ordinary course of business, (b) the sale, transfer, conveyance or other disposition by a Credit Party of Equipment, Fixtures or Real Estate that are obsolete or no longer used or useful in such Credit Party’s business and having a book value, not exceeding $50,000 500,000 in any single transaction or $150,000 1,000,000 for all Credit Parties in the aggregate in any Fiscal Year; (c) other Equipment and Fixtures having a value not exceeding $500,000 in any single transaction or $1,000,000 for all Credit Parties in the aggregate in any Fiscal Year, and (cd) the sale or other disposition of other Equipment and Fixtures having a book value not exceeding $50,000 in any single transaction or $150,000 in the aggregate in any Fiscal YearExcluded Asset. With respect to any disposition of assets or other properties permitted pursuant to clause clauses (b) and clause (c)) above, Agent agrees on reasonable prior written notice and absent the existence of a Default or Event of Default, to release its Lien on such assets or other properties in order to permit the applicable Credit Party to effect such disposition and shall execute and deliver to Borrower RepresentativeBorrowers, at Borrowers’ expense, appropriate UCC UCC-3 termination statements and other releases as reasonably requested by Borrowers.