Sales, Etc Clause Samples

Sales, Etc. (i) Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrower, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or dispose of (whether in one transaction or a series of transactions) assets located in the United States (other than any assets that are purported to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book value (determined as of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such sale, lease, transfer or disposition to any entity other than such Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) shall not in any way restrict, and shall not apply to, (A) [reserved], (B) [reserved], or (C) the sale, lease, transfer or other disposition of any Borrower’s assets to another Borrower, a Subsidiary of another Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of such Borrowers or their Subsidiaries are being transferred, in each case under this clause (C), pursuant to a transaction permitted under subsection (c) below.

Sales, Etc of Assets. Sell, lease, transfer, assign or otherwise dispose of any of its assets, or permit any of its Subsidiaries to sell, lease, transfer, assign or otherwise dispose of any of its assets, except (i) sales, leases, transfers and assignments from one Subsidiary of the Guarantor to another such Subsidiary or to the Guarantor, (ii) in any transaction in which the net proceeds from such sale, lease, transfer, assignment or disposition are solely Cash and Cash Equivalents and such proceeds are (A) applied solely as a prepayment of Advances pursuant to Section 2.12, or (B) applied solely to pay or prepay Debt (together with a permanent reduction of any commitments relating to such Debt) incurred by the Guarantor or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transaction entered into by any Subsidiary of the Guarantor, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 25% of the consolidated tangible assets (valued at book value) of the Guarantor and its Subsidiaries in the aggregate from the Closing Date until the Maturity Date in any single or series of transactions, whether or not related, (v) sales, leases, transfers and assignments of worn out or obsolete equipment no longer used and useful in the business of the Guarantor and its Subsidiaries, (vi) sales, leases, transfers and assignments of other assets in the ordinary course of business, (vii) disposition of the investments made by AE Transco Investments, LLC or any successor, or the Equity Interests of AE Transco Investments, LLC or any successor thereto, (viii) dispositions of Equity Interests in or assets of any direct or indirect subsidiary of the Borrower, and (ix) sales of contracts and accounts receivable by the Utilities, Alliant Energy Corporate Services, Inc., and its Subsidiaries; provided that in each case under clauses (i) through (ix) above, no Unmatured Default or Event of Default shall have occurred and be continuing after giving effect thereto; provided, further, that the Guarantor or any of its Subsidiaries may, pursuant to Section 5.2(a)(ix), pledge its ownership interests in, and the assets of, any Foreign Subsidiary to secure not more than $300,000,000 aggregate principal amount of Debt incurred by any Foreign Subsidiary; provided that in the event any such Debt is not denominated in Dollars, the calculation of the Dollar equivalent amount of such Debt shall be m...

Sales, Etc of Assets. Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of (including by division), all or substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole.

Sales, Etc of Assets. Sell, lease, transfer, assign, or otherwise dispose of all or any substantial part of its assets, or permit any of the other Loan Parties (other than MS&T) to sell, lease, transfer, or otherwise dispose of all or any substantial part of its assets, except to give effect to a transaction permitted by subsection (h) above or subsection (j) below; provided, further, that neither CMS Energy nor any of the other Loan Parties (other than MS&T) shall sell, assign, transfer, lease, convey or otherwise dispose of any property, whether now owned or hereafter acquired, or any income or profits therefrom, or enter into any agreement to do so, except: (A) the sale of property for consideration not less than the Fair Market Value thereof so long as (i) any non-cash consideration resulting from such sale shall be pledged or assigned to the Collateral Agent, for the benefit of the Lenders, pursuant to an instrument in form and substance reasonably acceptable to the Collateral Agent, (ii) cash consideration resulting from such sale shall be (x) in an amount determined by the Borrower for any sale the consideration of which is $10,000,000 or less, or, together with all other such sales under this clause (x), $25,000,000 or less, (y) in the case of the sale of substantially all or any portion of the capital stock and assets of CMS Field Services, Inc. and its Subsidiaries, not less than 60% of the aggregate consideration resulting from such sale, (z) for all other sales, not less than 90% of the aggregate consideration resulting from such sale, and (iii) the Borrower complies with the mandatory prepayment provisions set forth in Section 2.03(c); (B) the transfer of property from a Loan Party to any other Loan Party; (C) the transfer of property constituting an investment otherwise permitted under Section 7.02(d); (D) the sale of electricity and natural gas and other property in the ordinary course of Borrower's and its Subsidiaries respective businesses consistent with past practice; (E) any transfer of an interest in receivables and related security, accounts or notes receivable on a limited recourse basis in connection with the incurrence of Off-Balance Sheet Liabilities, provided that such transfer qualifies as a legal sale and as a sale under GAAP and the incurrence of such Off-Balance Sheet Liabilities is permitted under Section 7.02(o); (F) the transfer of property constituting not more than two percent (2%) of the ownership interests held by CMS Energy and ...

Sales, Etc of Assets. Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except: (i) sales of Inventory in the ordinary course of its business; (ii) sales of assets and properties of the Borrower and its Subsidiaries no longer used or useful in the proper conduct of their respective businesses having a value, together with the value of all other such property of the Borrower and its Subsidiaries so sold in the same Fiscal Year, of not greater than $1,000,000; (iii) sales of other assets, the higher of book value and fair market value of which at the time of such sale does not in the aggregate exceed the lesser of (A) 10% of the aggregate amount of the book value of assets of the Borrower and its Subsidiaries at any time of determination and (B) $50,000,000 (less, in each case, the trade-in value of all such other assets traded in for replacement assets during such Fiscal Year and less the amount of the proceeds from such other dispositions that are expected to be and are used within ninety (90) days to acquire replacement assets); (iv) sales at not less than fair market value of the assets identified on Schedule 5.02(e), such amount not to exceed $2,000,000 (such assets being the "Checotah Assets"); (v) the sale or other disposition of assets to Parent or any of its Subsidiaries to the extent permitted by Sections 5.01(k) and 5.02(f); (vi) the sale or discount of accounts (A) owing by Persons incorporated, residing or having their principal place of business in the United States in an aggregate amount not exceeding $5,000,000 in face amount per calendar year or (B) that are past due by more than 90 days in an aggregate amount not exceeding $5,000,000 in face amount per calendar year, provided that the sale or discount of such accounts shall be in the ordinary course of the Borrower's business and consistent with prudent business practices; provided further, that the Borrower may make a one time sale of accounts in an aggregate amount not to exceed $15,000,000 during the period from the Effective Date to the Termination Date, provided that such sale shall be consistent with prudent business practices; (A) the licensing by the Borrower of trademarks and trade names with respect to those lines of business in which the Borrower is engaged as of the date hereof for consideration consisting of an ...

Sales, Etc of Assets. Sell, lease, transfer or otherwise dispose of, or permit any Subsidiary of the Company to sell, lease, transfer or otherwise dispose of, any of its assets, other than the following sales: (i) sales of generating capacity to the Company's wholesale customers, (ii) sales of nuclear fuel, (iii) sales of accounts receivable, (iv) sales in connection with a transaction authorized by subsection (d) of this Section, (v) sales of investments in securities with a maturity of less than one year, or (vi) other sales not exceeding $250,000,000 in the aggregate in any fiscal year of the Company.

Sales, Etc of Assets. Sell, lease, transfer or otherwise dispose of, or permit any of its Restricted Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets other than Inventory to be sold in the ordinary course of its business, except: (i) sales of Inventory in the ordinary course of its business;

Sales, Etc. OF ASSETS. Sell, lease, transfer or otherwise dispose of, or permit any of their respective Subsidiaries to sell, lease, transfer or otherwise dispose of (other than in connection with a transaction authorized by paragraph (b) of this Section) any substantial part of its assets; provided that the foregoing shall not prohibit any such sale, conveyance, lease, transfer or other disposition that (i) constitutes realization on a Lien permitted to exist under Section 6.01(a); or (ii) (A) (1) is for a price not materially less than the fair market value of such assets, (2) would not materially impair the ability of any Credit Party to perform its obligations under this Agreement and (3) together with all other such sales, conveyances, leases, transfers and other dispositions, would have no Material Adverse Effect, or (B) would not result in the sale, lease, transfer or other disposition, in the aggregate, of more than 10% of the consolidated total assets of the Guarantor and its Subsidiaries, determined in accordance with GAAP, on September 30, 2003.

Sales, Etc. Sell, lease, transfer or otherwise dispose of any portion of its property or assets to any person except in the ordinary course of business or pursuant to the Fuel Lease, this Agreement or the Security Agreement or (b) consolidate with or merge into any other corporation, or permit another corporation to merge into it, or acquire all or a substantial portion of the properties or assets of any other person.