Common use of Sale or Transfer of Assets; Suspension of Business Operations Clause in Contracts

Sale or Transfer of Assets; Suspension of Business Operations. Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than (v) the sale of Inventory in the ordinary course of business, (w) dispositions of obsolete, surplus, worn or nonfunctional Equipment, (x) dispositions of cash or Cash Equivalents not otherwise prohibited under this Agreement, (y) transfers of Intellectual Property Rights as permitted under this Section 6.19 and (z) dispositions of other assets in any given fiscal year in an aggregate amount not to exceed $500,000 or $100,000 for any individual asset. Borrower will not liquidate, dissolve or suspend business operations. Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights except for transfers of Immaterial Intellectual Property Rights and licensing or sublicensing of Intellectual Property Rights in the ordinary course of Borrower’s business. Borrower will not permit any agreement under which it has licensed Licensed Intellectual Property, other than Immaterial Intellectual Property Rights, to lapse. If Borrower transfers any Intellectual Property Rights for value, other than transfers of Immaterial Intellectual Property Rights and licensing or sublicensing of Intellectual Property Rights in the ordinary course of Borrower’s business, Borrower will pay over the proceeds to Bank for application to the Obligations. Bank hereby agrees that in the event Borrower licenses or sublicenses any Intellectual Property Rights pursuant to the terms of this Section 6.19, following written demand of Borrower, Bank shall execute a form of estoppel reasonably acceptable in form and substance to Borrower and Bank pursuant to which Bank shall represent that upon its exercise of any of its rights or remedies hereunder or under any other Loan Document with respect to the licensed or sublicensed Intellectual Property Rights, including a foreclosure under any Security Document, so long as there shall then exist no breach, default, or event of default on the part of the related licensee or sublicensee, as applicable, which breach, default or event of default has continued beyond any cure periods provided in the license or sublicense, Bank shall not extinguish or terminate the interest of the licensee or sublicensee, as applicable, by reason of such foreclosure.

Sale or Transfer of Assets; Suspension of Business Operations. No Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any SubsidiarySubsidiary (except that Pemco Aeroplex, Inc. may sell all (but not less than all) of the stock of Space Vector Corporation provided the proceeds of such sale (A) are sufficient to repay in full all Advances made by the Lender to Space Vector Corporation and (B) in accordance with Section 6.10, are directed to a Collateral Account for such purpose, and the Lender shall release Space Vector Corporation from the Obligations at the time of receipt of such proceeds), (ii) all or a substantial part of its assetsassets (except that Space Vector Corporation may sell substantially all (but not less than substantially all) of its assets provided the proceeds of such sale meet the requirements of clauses (i)(A) and (i)(B) of this Section 7.6), or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than (v) the sale of Inventory in the ordinary course of business, (w) dispositions of obsolete, surplus, worn business or nonfunctional Equipment, (x) dispositions of cash or Cash Equivalents not otherwise prohibited under this Agreement, (y) transfers of Intellectual Property Rights as permitted under this Section 6.19 and (z) dispositions of other assets in any given fiscal year in an aggregate amount not to exceed $500,000 or $100,000 for any individual asset. Borrower will not liquidate, dissolve or suspend business operations. Borrower will not transfer any part In the case of its ownership interest a sale of the assets or stock of Space Vector Corporation in any Intellectual Property Rights except for transfers of Immaterial Intellectual Property Rights and licensing or sublicensing of Intellectual Property Rights in the ordinary course of Borrower’s business. Borrower will not permit any agreement under which it has licensed Licensed Intellectual Property, other than Immaterial Intellectual Property Rights, to lapse. If Borrower transfers any Intellectual Property Rights for value, other than transfers of Immaterial Intellectual Property Rights and licensing or sublicensing of Intellectual Property Rights in the ordinary course of Borrower’s business, Borrower will pay over the proceeds to Bank for application to the Obligations. Bank hereby agrees that in the event Borrower licenses or sublicenses any Intellectual Property Rights pursuant to the terms of accordance with this Section 6.197.6, following written demand of Borrower, Bank shall execute a form of estoppel reasonably acceptable in form and substance to Borrower and Bank pursuant to which Bank shall represent that upon its exercise of any of its rights the Lender will release or remedies hereunder or under any other Loan Document terminate the Security Interest with respect to the licensed assets of Space Vector Corporation. Notwithstanding the foregoing, except during any Default Period, any Borrower may transfer its property to any other Borrower provided that prior to such transfer (x) the Borrower Agent gives written notice to the Lender of the proposed transfer, (y) Borrowers provide any financing statements and/or fixture filings necessary to perfect and continue perfected the Security Interest, and (z) simultaneous with such transfer, the Borrowers make any mandatory prepayment that may be required in accordance with Section 2.14 as a result of such transfer. In addition, any Borrower may sell obsolete or sublicensed Intellectual Property Rights, including a foreclosure under any Security Document, worn-out Equipment without the Lender's consent so long as there shall then exist no breach, default, the proceeds from the sale of obsolete or event of default on the part worn-out Equipment pursuant to this sentence do not exceed $250,000 in any fiscal year for all of the related licensee or sublicensee, as applicable, which breach, default or event of default has continued beyond any cure periods provided Borrowers in the license aggregate. No Borrower will in any manner transfer any property without prior or sublicense, Bank shall not extinguish present receipt of cash or terminate property that is equal to or greater than the interest fair market value of the licensee or sublicensee, as applicable, by reason of any such foreclosuretransferred property.

Sale or Transfer of Assets; Suspension of Business Operations. The Borrower will not sell, lease, assign, transfer or otherwise dispose of of, to any other Person, (i) the stock of any SubsidiaryGuarantor, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than (vA) the sale of Inventory in the ordinary course of businessthe Borrower’s business consistent with past practices, (wB) dispositions the sale of obsoletedamaged or obsolete Equipment or (C) the transfer of Collateral to a domestic Subsidiary as long as, surplusprior to such transfer, worn or nonfunctional Equipmentthe Lender holds a perfected first-priority security interest in all of the personal property of such Subsidiary pursuant to agreements, (x) dispositions of cash or Cash Equivalents not otherwise prohibited under this Agreement, (y) transfers of Intellectual Property Rights as permitted under this Section 6.19 documents and (z) dispositions of other assets instruments acceptable to the Lender in any given fiscal year in an aggregate amount not to exceed $500,000 or $100,000 for any individual assetits sole discretion. The Borrower will not liquidate, dissolve or suspend business operations. The Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights except for transfers of Immaterial Intellectual Property Rights and licensing or sublicensing of Intellectual Property Rights in the ordinary course of Borrower’s business. Borrower will not permit any agreement under which it has licensed Licensed Intellectual PropertyProperty to lapse, other than Immaterial except that the Borrower may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property Rights, to lapseRights are no longer useful in its business. If the Borrower transfers any Intellectual Property Rights for value, other than transfers of Immaterial Intellectual Property Rights and licensing or sublicensing of Intellectual Property Rights in the ordinary course of Borrower’s business, Borrower will pay over the proceeds to Bank the Lender for application to the Obligations. Bank hereby agrees that in the event Borrower licenses or sublicenses any Intellectual Property Rights pursuant to the terms of this Section 6.19, following written demand of Borrower, Bank shall execute a form of estoppel reasonably acceptable in form and substance to Borrower and Bank pursuant to which Bank shall represent that upon its exercise of any of its rights or remedies hereunder or under any Obligations other Loan Document than with respect to transactions in the licensed or sublicensed ordinary course of its business consistent with past practices. The Borrower will not license any other Person (other than a Subsidiary of the Borrower) to use any of the Borrower’s Intellectual Property Rights, including a foreclosure under any Security Document, so long as there shall then exist no breach, default, or event of default on except that the part of the related licensee or sublicensee, as applicable, which breach, default or event of default has continued beyond any cure periods provided Borrower may grant licenses in the license or sublicense, Bank shall not extinguish or terminate the interest ordinary course of the licensee or sublicensee, as applicable, by reason its business consistent with past practices in connection with provision of such foreclosureservices to its customers.

Sale or Transfer of Assets; Suspension of Business Operations. Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than (v) the sale of Inventory in the ordinary course of business, (w) dispositions of obsolete, surplus, worn or nonfunctional Equipment, (x) dispositions of cash or Cash Equivalents not otherwise prohibited under this Agreement, (y) transfers of Intellectual Property Rights as permitted under this Section 6.19 and (z) dispositions of other assets in any given fiscal year in an aggregate amount not to exceed $500,000 750,000 or $100,000 250,000 for any individual asset. Borrower will not liquidate, dissolve or suspend business operations. Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights except for transfers of Immaterial Intellectual Property Rights and licensing or sublicensing of Intellectual Property Rights in the ordinary course of Borrower’s business. Borrower will not permit any agreement under which it has licensed Licensed Intellectual Property, other than Immaterial Intellectual Property Rights, to lapse. If Borrower transfers any Intellectual Property Rights for value, other than transfers of Immaterial Intellectual Property Rights and licensing or sublicensing of Intellectual Property Rights in the ordinary course of Borrower’s business, Borrower will pay over the proceeds to Bank for application to the Obligations. Bank hereby agrees that in the event Borrower licenses or sublicenses any Intellectual Property Rights pursuant to the terms of this Section 6.19, following written demand of Borrower, Bank shall execute a form of estoppel reasonably acceptable in form and substance to Borrower and Bank pursuant to which Bank shall represent that upon its exercise of any of its rights or remedies hereunder or under any other Loan Document with respect to the licensed or sublicensed Intellectual Property Rights, including a foreclosure under any Security Document, so long as there shall then exist no breach, default, or event of default on the part of the related licensee or sublicensee, as applicable, which breach, default or event of default has continued beyond any cure periods provided in the license or sublicense, Bank shall not extinguish or terminate the interest of the licensee or sublicensee, as applicable, by reason of such foreclosure.

Sale or Transfer of Assets; Suspension of Business Operations. Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than (v) the sale of Inventory in the ordinary course of business, (w) dispositions of obsolete, surplus, worn or nonfunctional Equipment, (x) dispositions of cash or Cash Equivalents not otherwise prohibited under this Agreement, (y) transfers of Intellectual Property Rights as permitted under this Section 6.19 and (z) dispositions of other assets in any given fiscal year in an aggregate amount not to exceed $500,000 or $100,000 for any individual asset250,000. Borrower will not liquidate, dissolve or suspend business operations. Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights except for transfers of Immaterial Intellectual Property Rights and licensing or sublicensing of Intellectual Property Rights in the ordinary course of Borrower’s business. Borrower will not permit any agreement under which it has licensed Licensed Intellectual Property, other than Immaterial Intellectual Property Rights, to lapse. If Borrower transfers any Intellectual Property Rights for value, other than transfers of Immaterial Intellectual Property Rights and licensing or sublicensing of Intellectual Property Rights in the ordinary course of Borrower’s business, Borrower will pay over the proceeds to Bank for application to the ObligationsObligations in accordance with Section 2.5(b) hereof. Bank hereby agrees that in the event Borrower licenses or sublicenses any Intellectual Property Rights pursuant to the terms of this Section 6.19, following written demand of Borrower, Bank shall execute a form of estoppel reasonably acceptable in form and substance to Borrower and Bank pursuant to which Bank shall represent that upon its exercise of any of its rights or remedies hereunder or under any other Loan Document with respect to the licensed or sublicensed Intellectual Property Rights, including a foreclosure under any Security Document, so long as there shall then exist no breach, default, or event of default on the part of the related licensee or sublicensee, as applicable, which breach, default or event of default has continued beyond any cure periods provided in the license or sublicense, Bank shall not extinguish or terminate the interest of the licensee or sublicensee, as applicable, by reason of such foreclosure.

Sale or Transfer of Assets; Suspension of Business Operations. Except for transfers among the entities constituting Borrower, neither the Borrower nor any of its Subsidiaries will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any SubsidiarySubsidiary of such Person, (ii) all or a substantial part of its assets, or (iii) any Collateral given by it or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than (v) the sale of Inventory in the ordinary course of business, (w) dispositions of obsolete, surplus, worn or nonfunctional Equipment, (x) dispositions of cash or Cash Equivalents not otherwise prohibited under this Agreement, (y) transfers of Intellectual Property Rights as permitted under this Section 6.19 business and (z) dispositions of other assets in any given fiscal year in an aggregate amount not to exceed $500,000 or $100,000 for any individual asset. Borrower will not liquidate, dissolve or suspend business operations; provided however, subject to the provisions of Section 6.2(d), the Borrower may replace obsolete or damaged machinery, equipment, fixtures or furniture in the ordinary course of business. Neither the Borrower nor any of its Subsidiaries will not transfer any part of its ownership interest in any Intellectual Property Rights except for transfers of Immaterial Intellectual Property Rights and licensing or sublicensing of Intellectual Property Rights in the ordinary course of Borrower’s business. Borrower will not permit any agreement under which it has licensed Licensed Intellectual PropertyProperty to lapse, other than Immaterial except that such Person may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property Rights, to lapseRights are no longer useful in its business. If the Borrower transfers any Intellectual Property Rights for value, other than transfers of Immaterial Intellectual Property Rights and licensing or sublicensing of Intellectual Property Rights in the ordinary course of Borrower’s business, Borrower such Person will pay over the proceeds to Bank the Lender for application to the Obligations. Bank hereby agrees that in Neither the event Borrower licenses or sublicenses any Intellectual Property Rights pursuant to the terms of this Section 6.19, following written demand of Borrower, Bank shall execute a form of estoppel reasonably acceptable in form and substance to Borrower and Bank pursuant to which Bank shall represent that upon its exercise of nor any of its rights or remedies hereunder or under Subsidiaries will and will not permit any of its Subsidiaries to, license any other Loan Document with respect Person to the licensed or sublicensed use any of such Person’s Intellectual Property Rights, including a foreclosure under any Security Document, so long as there shall then exist no breach, default, or event of default on except that the part of the related licensee or sublicensee, as applicable, which breach, default or event of default has continued beyond any cure periods provided Borrower and its Subsidiaries may grant licenses in the license ordinary course of its business in connection with sales of Inventory or sublicense, Bank shall not extinguish or terminate the interest provision of the licensee or sublicensee, as applicable, by reason of such foreclosureservices to its customers.

Sale or Transfer of Assets; Suspension of Business Operations. BNC and Borrower will not, and will not permit any other Credit Party to, sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary (other than Director’s qualifying shares issued in BNC or shares of a Foreign Subsidiary (that do not dilute or affect Lender’s pledge of the Equity Interests in the Foreign Subsidiary) required or deemed advisable to be issued to a foreign national in connection with any Foreign Subsidiary), (ii) all or a substantial part of its assetsassets (a “substantial part” shall be triggered if the value of any contemplated sale, lease, assignment, transfer or other disposition when aggregated all other similar transactions occurring in any fiscal year would exceed five percent (5%) of the then applicable Book Net Worth), or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than (v) the sale of Inventory in the ordinary course of businessbusiness or the disposition of Equipment (other than Eligible Equipment or any other Equipment financed with an Equipment Term Advance) that is used, (w) dispositions of obsolete, surplus, worn out or nonfunctional surplus (the proceeds of which shall be paid to reduce the Obligations unless used immediately for the purchase of like Equipment, (x) dispositions of cash or Cash Equivalents not otherwise prohibited under this Agreement, (y) transfers of Intellectual Property Rights as permitted under this Section 6.19 and (z) dispositions of other assets in any given fiscal year in an aggregate amount not to exceed $500,000 or $100,000 for any individual asset. Borrower will not liquidate, dissolve or suspend business operations, except that any Subsidiary that is an Inactive Subsidiary may liquidate or dissolve if (i) BNC determines in good faith that such liquidation or dissolution is in the best interests of BNC, (ii) the liquidation or dissolution shall not have a Material Adverse Effect, and (iii) any assets of the Inactive Subsidiary are distributed to Borrower. For purposes of the preceding sentence, no Snubbing Unit shall be deemed part of Borrower’s Inventory. BNC and Borrower will not, and will not permit the other Credit Parties to, transfer any part of its a Credit Party’s ownership interest in any Intellectual Property Rights except for transfers of Immaterial Intellectual Property Rights and licensing or sublicensing of Intellectual Property Rights in the ordinary course of Borrower’s business. Borrower will not permit any agreement under which it such Credit Party has licensed Licensed Intellectual PropertyProperty to lapse, other than Immaterial except that a Credit Party may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property Rights, to lapseRights are no longer useful in its business. If BNC or Borrower transfers any Intellectual Property Rights for value, other than transfers of Immaterial Intellectual Property Rights BNC and licensing or sublicensing of Intellectual Property Rights in the ordinary course of Borrower’s business, Borrower will pay over the proceeds to Bank Lender for application to the Obligations. Bank hereby agrees that in the event BNC and Borrower licenses or sublicenses will not license any Intellectual Property Rights pursuant other Person to the terms of this Section 6.19, following written demand use any of Borrower, Bank shall execute a form of estoppel reasonably acceptable in form and substance to Borrower and Bank pursuant to which Bank shall represent that upon its exercise of any of its rights or remedies hereunder or under any other Loan Document with respect to the licensed or sublicensed ’s Intellectual Property Rights, including a foreclosure under any Security Document, so long as there shall then exist no breach, default, or event of default on the part of the related licensee or sublicensee, as applicable, which breach, default or event of default has continued beyond any cure periods provided except that Borrower may grant licenses in the license ordinary course of its business in connection with sales of Inventory or sublicenseprovision of services to its customers. Borrower will not, Bank shall and will not extinguish or terminate the interest permit any other Credit Party, to transfer any assets of the licensee or sublicensee, as applicable, by reason of such foreclosurea Credit Party to an Inactive Subsidiary.

Sale or Transfer of Assets; Suspension of Business Operations. (a) Other than the transfer of assets by WiseBuys to Xxxxxxx pursuant to the transaction described on Schedule 6.18 hereto, the Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than (v) the sale of Inventory in the ordinary course of business, (w) dispositions of obsolete, surplus, worn or nonfunctional Equipment, (x) dispositions of cash or Cash Equivalents not otherwise prohibited under this Agreement, (y) transfers of Intellectual Property Rights as permitted under this Section 6.19 business and (z) dispositions of other assets in any given fiscal year in an aggregate amount not to exceed $500,000 or $100,000 for any individual asset. Borrower will not liquidate, dissolve or suspend business operations. Notwithstanding the foregoing, Borrower will may transfer real property owned by it as of the date of this Agreement to Seaway Realty Holdings, LLC provided that (v) no Default Period then exists, (w) Seaway Realty Holdings, LLC shall execute and deliver a Guaranty in favor of Lender, (x) Seaway Realty Holdings, LLC shall agree not transfer to incur any part of its ownership interest in any Intellectual Property Rights except for transfers of Immaterial Intellectual Property Rights and licensing or sublicensing of Intellectual Property Rights in the ordinary course of Borrower’s business. Borrower will not permit any agreement under which it has licensed Licensed Intellectual Property, Debt secured by such real estate other than Immaterial Intellectual Property Rights(i) the Debt existing as of the date of transfer of the real estate from Borrower and (ii) additional Debt secured by such real estate incurred after the date of this Agreement so long Seaway Realty Holdings, to lapse. If Borrower transfers any Intellectual Property Rights for value, other than transfers of Immaterial Intellectual Property Rights and licensing or sublicensing of Intellectual Property Rights in the ordinary course of Borrower’s business, Borrower will pay over LLC shall remit the proceeds of such additional Debt to Bank Lender for application the Borrower's account immediately upon receipt of same, (y) Seaway Realty Holdings, LLC shall agree to remit any proceeds from any loss or condemnation of or from the Obligations. Bank hereby agrees that in sale or other disposition of any real property owned by it to Lender for the event Borrower licenses or sublicenses Borrower's account, provided, however Seaway Realty Holdings, LLC shall not be required to remit to Lender any Intellectual Property Rights pursuant to the terms of this Section 6.19, following written demand of lease payments received by it from Borrower, Bank and (z) Seaway Realty Holdings, LLC shall execute and deliver a form landlord's disclaimer and consent, in favor of estoppel reasonably acceptable Lender, in form and substance acceptable to Borrower and Bank pursuant to which Bank shall represent that upon its exercise of any of its rights or remedies hereunder or under any other Loan Document with respect to the licensed or sublicensed Intellectual Property Rights, including a foreclosure under any Security Document, so long as there shall then exist no breach, default, or event of default on the part of the related licensee or sublicensee, as applicable, which breach, default or event of default has continued beyond any cure periods provided in the license or sublicense, Bank shall not extinguish or terminate the interest of the licensee or sublicensee, as applicable, by reason of such foreclosureLender.

Sale or Transfer of Assets; Suspension of Business Operations. The Borrower will not sell, lease, assign, transfer or otherwise dispose (collectively, a "Transfer") of (i) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than (v) the sale of Inventory in the ordinary course of business, (w) dispositions of obsolete, surplus, worn or nonfunctional Equipment, (x) dispositions of cash or Cash Equivalents not otherwise prohibited under this Agreement, (y) transfers of Intellectual Property Rights as permitted under this Section 6.19 Permitted Transfers and (z) dispositions of other assets in any given fiscal year in an aggregate amount not to exceed $500,000 or $100,000 for any individual asset. Borrower will not liquidate, dissolve or suspend business operations. The Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights except for transfers of Immaterial Intellectual Property Rights and licensing or sublicensing of Intellectual Property Rights in the ordinary course of Borrower’s business. Borrower will not permit any agreement under which it has licensed Licensed Intellectual PropertyProperty to lapse, other than Immaterial except that the Borrower may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property Rights, to lapseRights are no longer useful in its business. If the Borrower transfers any Intellectual Property Rights for value, other than transfers of Immaterial Intellectual Property Rights and licensing or sublicensing of Intellectual Property Rights in the ordinary course of Borrower’s business, Borrower will pay over the proceeds to Bank the Lender for application to the Obligations. Bank hereby agrees that in the event The Borrower licenses or sublicenses will not license any Intellectual Property Rights pursuant other Person to the terms of this Section 6.19, following written demand of Borrower, Bank shall execute a form of estoppel reasonably acceptable in form and substance to Borrower and Bank pursuant to which Bank shall represent that upon its exercise of use any of its rights or remedies hereunder or under any other Loan Document with respect to the licensed or sublicensed Borrower's Intellectual Property Rights, including a foreclosure under any Security Documentexcept that the Borrower may grant licenses in the ordinary course of its business in connection with sales of Inventory or provision of services to its customers. As used herein, so long as there shall then exist no breach, default, or event "Permitted Transfers" means (i) the sale of default on Inventory in the part ordinary course of the related licensee Borrower's business, (ii) Transfers of worn-out or sublicensee, as applicable, obsolete Equipment; (iii) Transfers of Equipment between and among the Borrower; (iv) Transfers by the Borrower to non-Borrower Subsidiaries of Equipment the book value of which breach, default does not exceed $20,000 individually or event of default has continued beyond any cure periods provided $30,000 in the license or sublicense, Bank shall not extinguish or terminate the interest aggregate in any fiscal year of the licensee Borrower, and (v) Transfers of cash to satisfy the Borrower's trade payables and other obligations, made by the Borrower in the ordinary course of the Borrower's business and not otherwise prohibited herein or sublicensee, as applicable, by reason of such foreclosurein any Loan Document.

Sale or Transfer of Assets; Suspension of Business Operations. The Borrower will shall not sell, lease, assign, transfer or otherwise dispose of (ia) the stock of any Subsidiary, (iib) all or a substantial part of its assets, or (iiic) any Collateral or any interest therein in Collateral (whether in one transaction or in a series of transactions) to any other Person other than (vi) the sale of Inventory in the ordinary course of business, ; (wii) dispositions the use of cash and Cash Equivalents in the ordinary course of business; (iii) the sale of obsolete, surplus, worn uneconomical, or nonfunctional Equipmentworn-out assets; (iv) leases or subleases granted to third parties in the ordinary course of business and in each case not interfering with the business of the Borrower; (v) subject to Section 7.23, write-offs or grants of discounts or forgiveness of Accounts, without recourse, which are at least 90 days past due in connection with the compromise or collection thereof in the ordinary course of business which do not interfere in any material respect of the Borrower; and (x) dispositions of cash or Cash Equivalents not otherwise prohibited under this Agreement, (yvi) transfers of Intellectual Property Rights as arising from investments, loans and advances to the extent permitted under this Section 6.19 and (z) dispositions of other assets in any given fiscal year in an aggregate amount not to exceed $500,000 or $100,000 for any individual asset7.6. The Borrower will shall not liquidate, dissolve or suspend business operations. The Borrower will shall not transfer any part of its ownership interest in any Intellectual Property Rights and shall not permit its rights as licensee of Licensed Intellectual Property to lapse, except for transfers of Immaterial that the Borrower may transfer such rights or permit them to lapse if it has reasonably determined that such Intellectual Property Rights and licensing or sublicensing of Intellectual Property Rights are no longer useful in the ordinary course of Borrower’s its business. If the Borrower will not permit any agreement under which it has licensed Licensed Intellectual Property, transfers (other than Immaterial Intellectual Property Rights, to lapse. If Borrower transfers by license) any Intellectual Property Rights for value, other than transfers of Immaterial Intellectual Property Rights and licensing or sublicensing of Intellectual Property Rights in the ordinary course of Borrower’s business, Borrower will shall pay over the proceeds Proceeds to Bank the Holder Representative for application to the Obligations. Bank hereby agrees that in the event The Borrower licenses or sublicenses shall not license any Intellectual Property Rights pursuant other Person to the terms of this Section 6.19, following written demand of Borrower, Bank shall execute a form of estoppel reasonably acceptable in form and substance to Borrower and Bank pursuant to which Bank shall represent that upon its exercise of use any of its rights or remedies hereunder or under any other Loan Document with respect to the licensed or sublicensed Borrower’s Intellectual Property Rights, including a foreclosure under any Security Document, so long as there shall then exist no breach, default, or event of default on except that the part of the related licensee or sublicensee, as applicable, which breach, default or event of default has continued beyond any cure periods provided Borrower may grant licenses in the license ordinary course of its business in connection with sales of Inventory or sublicense, Bank shall not extinguish or terminate the interest provision of the licensee or sublicensee, as applicable, by reason of such foreclosureservices to its customers.

Sale or Transfer of Assets; Suspension of Business Operations. The Borrower will not, and will not permit any Subsidiary to, sell, lease, assign, transfer or otherwise dispose of (ia) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iiib) any Collateral (as to the Borrower) or any other assets or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than (vi) the sale of Inventory in the ordinary course of business, business or (wii) dispositions the disposal of obsolete, surplus, worn obsolete or nonfunctional Equipment, (x) dispositions unneeded equipment the aggregate value of cash or Cash Equivalents which does not otherwise prohibited under this Agreement, (y) transfers of Intellectual Property Rights as permitted under this Section 6.19 and (z) dispositions of other assets in any given fiscal year in an aggregate amount not to exceed $500,000 or $100,000 for during any individual asset12-month period. The Borrower will not, and will not permit any Subsidiary to, liquidate, dissolve or suspend business operations. The Borrower will not, and will not permit any Subsidiary to, transfer any part of its ownership interest in any Intellectual Property Rights except for transfers of Immaterial Intellectual Property Rights and licensing or sublicensing of Intellectual Property Rights in the ordinary course of Borrower’s business. Borrower will not permit any agreement under which it has licensed Licensed Intellectual PropertyProperty to lapse, other than Immaterial except that the Borrower or any Subsidiary may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property Rights, to lapseRights are no longer useful in its business. If the Borrower transfers any Intellectual Property Rights for value, other than transfers of Immaterial Intellectual Property Rights and licensing or sublicensing of Intellectual Property Rights in the ordinary course of Borrower’s business, Borrower will pay over the proceeds to Bank the Lender for application to the ObligationsIndebtedness. Bank hereby agrees that in the event The Borrower licenses or sublicenses will not, and will not permit any Intellectual Property Rights pursuant Subsidiary to, license any other Person to the terms of this Section 6.19, following written demand of Borrower, Bank shall execute a form of estoppel reasonably acceptable in form and substance to Borrower and Bank pursuant to which Bank shall represent that upon its exercise of use any of its rights the Borrower’s or remedies hereunder or under any other Loan Document with respect to the licensed or sublicensed such Subsidiary’s Intellectual Property Rights, including a foreclosure under any Security Document, so long as there shall then exist no breach, default, or event of default on except that the part of the related licensee or sublicensee, as applicable, which breach, default or event of default has continued beyond any cure periods provided Borrower may grant licenses in the license ordinary course of its business in connection with sales of Inventory or sublicense, Bank shall not extinguish or terminate the interest provision of the licensee or sublicensee, as applicable, by reason of such foreclosureservices to its customers.

Sale or Transfer of Assets; Suspension of Business Operations. The Borrower will not sell, lease, assign, transfer or otherwise dispose of of, to any other Person, (i) the stock of any SubsidiaryGuarantor, (ii) all or a substantial part of its assets, or (iii) any Collateral assets or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than (vA) the sale of Inventory in the ordinary course of businessthe Borrower’s business consistent with past practices, (wB) dispositions the sale of obsoletedamaged or obsolete Equipment or (C) after the occurrence of a Security Event, surplusthe transfer of assets to a domestic Subsidiary as long as, worn or nonfunctional Equipmentprior to such transfer, (x) dispositions the Lender holds a perfected first-priority security interest in all of cash or Cash Equivalents not otherwise prohibited under this Agreementthe personal property of such Subsidiary pursuant to agreements, (y) transfers of Intellectual Property Rights as permitted under this Section 6.19 documents and (z) dispositions of other assets instruments acceptable to the Lender in any given fiscal year in an aggregate amount not to exceed $500,000 or $100,000 for any individual assetits sole discretion. The Borrower will not liquidate, dissolve or suspend business operations. The Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights except for transfers of Immaterial Intellectual Property Rights and licensing or sublicensing of Intellectual Property Rights in the ordinary course of Borrower’s business. Borrower will not permit any agreement under which it has licensed Licensed Intellectual PropertyProperty to lapse, other than Immaterial except that the Borrower may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property RightsRights are no longer useful in its business. After the occurrence of a Security Event, to lapse. If if the Borrower transfers any Intellectual Property Rights for value, other than transfers of Immaterial Intellectual Property Rights and licensing or sublicensing of Intellectual Property Rights in the ordinary course of Borrower’s business, Borrower will pay over the proceeds to Bank the Lender for application to the Obligations. Bank hereby agrees that in the event Borrower licenses or sublicenses any Intellectual Property Rights pursuant to the terms of this Section 6.19, following written demand of Borrower, Bank shall execute a form of estoppel reasonably acceptable in form and substance to Borrower and Bank pursuant to which Bank shall represent that upon its exercise of any of its rights or remedies hereunder or under any Obligations other Loan Document than with respect to transactions in the licensed or sublicensed ordinary course of its business consistent with past practices. The Borrower will not license any other Person (other than a Subsidiary of the Borrower) to use any of the Borrower’s Intellectual Property Rights, including a foreclosure under any Security Document, so long as there shall then exist no breach, default, or event of default on except that the part of the related licensee or sublicensee, as applicable, which breach, default or event of default has continued beyond any cure periods provided Borrower may grant licenses in the license or sublicense, Bank shall not extinguish or terminate the interest ordinary course of the licensee or sublicensee, as applicable, by reason its business consistent with past practices in connection with provision of such foreclosureservices to its customers.”