Common use of Sales, Etc. of Assets Clause in Contracts

Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of, or cause or permit any Subsidiary of the Borrower 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 in the ordinary course of its business, (ii) dispositions of assets required to be sold to comply with Applicable Laws, (iii) dispositions of short-term, readily marketable investments purchased for cash management purposes with funds not representing the proceeds of other asset sales, (iv) sales, leases, transfers or dispositions of assets to any Person that is not a wholly-owned Subsidiary of the Borrower that in the aggregate during any 12-month period do not exceed 10% of the Consolidated Assets of the Borrower and its Subsidiaries, whether in one transaction or a series of transactions, provided that any such sales, leases, transfers or dispositions will be disregarded for purposes of such 10% limitation (and, for the avoidance of doubt, be deemed to be permitted hereunder) if the net proceeds thereof, within 18 months of such sale, lease, transfer or disposition, as applicable, are (A) used to retire Debt of the Borrower and its Subsidiaries (other than Debt that is subordinated to the Debt hereunder) or (B) invested in assets in similar or related lines of business (including geographic extensions thereof) of the Borrower and its Subsidiaries as of the Closing Date, (v) sales, leases, transfers and dispositions made to the Borrower or a wholly-owned Subsidiary of the Borrower and (vi) a disposition by the Borrower of all or substantially all of its assets to any Person so long as the requirements set forth in Section 5.02(b) are satisfied as if such disposition were a merger or consolidation in which the Borrower is not the surviving entity.

Sales, Etc. of Assets. SellThe Borrower will not, lease, transfer or otherwise dispose of, or cause or and will not permit any Subsidiary of the Borrower to its Designated Subsidiaries to, directly or indirectly, sell, lease, transfer or otherwise dispose of, of any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except for the sale or other disposition of (i) sales water from its impoundments at rates that compensate for any lost power production revenues, to the extent required under local or state law or ordinances and permitted under the permits and licenses governing a Facility, (ii) inventory and spare parts and other assets not necessary to the conduct of its business which are sold or otherwise disposed of in the ordinary course of its business, (ii) dispositions of assets required to be sold to comply with Applicable Laws, (iii) dispositions assets (A) the costs of short-termoperation or maintenance of which are, readily marketable investments purchased for cash management purposes with funds not representing in the reasonable determination of the Lender, greater than the revenues related thereto or (B) which are specified in Schedule 7.2(g), the proceeds of other asset saleswhich shall be applied in accordance with the provisions of Section 2.7(b)(i), (iv) salesequipment, leasesif the proceeds thereof are used within thirty days of receipt thereof to purchase replacement equipment of equal or greater value to the extent permitted under Section 2.7(b)(i), transfers (v) assets by Persons that become Subsidiaries of the Borrower after the Closing Date if the Borrower shall have given the Lender evidence satisfactory to the Lender that the net present value of the amount to be paid for the assets sold exceeds the net book value or dispositions the net present value thereof, the proceeds of which shall be applied in accordance with Section 2.10, (vi) the assets or capital stock or other equity interests of an Excluded Future Subsidiary if (A) written notice of such sale or other disposition shall have been given by the Borrower to the Lender not less than fifteen days before such sale or other disposition and (B) the Borrower shall have given the Lender evidence satisfactory to the Lender that the net present value of the amount to be paid for such assets or equity interests exceeds the net book value or the net present value thereof, (vii) assets identified in writing to the Lender at least ten days before sale, that are to be sold for their fair market value in cash, not to exceed $200,000 in the aggregate in any Person that is not fiscal year, the proceeds of which shall be applied in accordance with the provisions of Section 2.10, (viii) assets (A) to a wholly-owned Pledgor or (B) by a Subsidiary of the Borrower that in the aggregate during any 12-month period do is not exceed 10% of the Consolidated Assets of the Borrower and its Subsidiaries, whether in one transaction a Pledgor or a series of transactions, provided that any such sales, leases, transfers or dispositions will be disregarded for purposes of such 10% limitation (and, for the avoidance of doubt, be deemed Pledged Subsidiary to be permitted hereunder) if the net proceeds thereof, within 18 months of such sale, lease, transfer or disposition, as applicable, are (A) used to retire Debt of the Borrower and its Subsidiaries (other than Debt that is subordinated to the Debt hereunder) or (B) invested in assets in similar or related lines of business (including geographic extensions thereof) of the Borrower and its Subsidiaries as of the Closing Date, (v) sales, leases, transfers and dispositions made to the Borrower or a wholly-owned another Subsidiary of the Borrower and Borrower, (viix) a disposition assets by the Borrower of all or substantially all of its assets CHI Finance to any Person so long as that becomes, by operation of law or otherwise, a party to the requirements set forth in Section 5.02(bGuaranty simultaneously with its acquisition of such assets and (x) emissions offsets or other emissions reductions credits to the extent they are satisfied as if such disposition were a merger or consolidation in which not required for the Borrower is not operation of the surviving entityFacilities under applicable Requirements of Law.

Sales, Etc. of Assets. Sell(i) In the case of the Parent Guarantor, sell, lease, transfer or otherwise dispose of, or cause grant any option or other right to purchase, lease or 61 otherwise acquire, any of its assets and (ii) in the case of the Loan Parties (other than the Parent Guarantor), sell, lease (other than enter into Tenancy Leases), transfer or otherwise dispose of, or grant any option or other right to purchase, lease (other than any option or other right to enter into Tenancy Leases) or otherwise acquire, or permit any Subsidiary of the Borrower 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 each action described in the ordinary course of its business, clause (ii) dispositions of this subsection (e) being a “Transfer”), any asset or assets required to be sold to comply with Applicable Laws, (iiior any Equity Interests in connection therewith) dispositions of short-term, readily marketable investments purchased for cash management purposes with funds not representing the proceeds of other asset sales, (iv) sales, leases, transfers or dispositions of assets to any Person that is not a wholly-owned Subsidiary of the Borrower that in the aggregate during any 12-month period do not exceed 10% of the Consolidated Assets of the Borrower and its Subsidiaries, whether in one transaction or a series of transactions, provided that any such sales, leases, transfers or dispositions will be disregarded for purposes of such 10% limitation (and, for the avoidance of doubt, be deemed to be permitted hereunder) if the net proceeds thereof, within 18 months of such sale, lease, transfer or disposition, as applicable, are than (A) used the Transfer of any asset or assets that are not Borrowing Base Properties or any interest therein from any Loan Party to retire Debt another Loan Party or from a Subsidiary of the Borrower and its Subsidiaries (a Loan Party to another Subsidiary of such Loan Party or any other than Debt that is subordinated to the Debt hereunder) Loan Party or (B) invested the Transfer of any asset or assets during any Fiscal Year of which the aggregate Capitalized Value (or, in the case of any Real Estate Asset owned or in operation by any Consolidated Entity for less than four full fiscal quarters as of the applicable date of determination, the undepreciated book value), when added to the Capitalized Values (or undepreciated book values, if applicable) of all other assets that had been the subject of any previous Transfer or Transfers during such Fiscal Year (as determined at the time of each such Transfer), is less than 20% of Consolidated Total Asset Value as of the beginning of such Fiscal Year; provided that (1) no Transfer of any Borrowing Base Property or any interest therein or of any Equity Interests in any Loan Party other than the Parent Guarantor shall be permitted without the prior written consent of the Required Lenders and (2) in the case of any Transfer described in clause (B) above which individually or in a series of related transactions is in excess of 10% of Consolidated Total Asset Value as of the beginning of such Fiscal Year, the Loan Parties are in compliance with the covenants contained in Section 5.04 (both before and after giving effect to such Transfer), as evidenced by a certificate of the Chief Financial Officer (or such person performing similar or related lines of business (including geographic extensions thereoffunctions) of the Borrower and its Subsidiaries as of the Closing Date, (v) sales, leases, transfers and dispositions made delivered to the Borrower Administrative Agent prior to such Transfer demonstrating such compliance and that the Transfer does not otherwise cause or result in a wholly-owned Subsidiary Default or Event of the Borrower and (vi) a disposition by the Borrower of all or substantially all of its assets to any Person so long as the requirements set forth in Section 5.02(b) are satisfied as if such disposition were a merger or consolidation in which the Borrower is not the surviving entityDefault .

Sales, Etc. of Assets. SellThe Borrower will not, lease, transfer or otherwise dispose of, or cause or and will not permit any Subsidiary of the Borrower to its Designated Subsidiaries to, directly or indirectly, sell, lease, transfer or otherwise dispose of, of any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except for the sale or other disposition of (i) sales water from its impoundments at rates that compensate for any lost power production revenues, to the extent required under local or state law or ordinances and permitted under the permits and licenses governing a Facility, (ii) inventory and spare parts and other assets not necessary to the conduct of its business which are sold or otherwise disposed of in the ordinary course of its business, (ii) dispositions of assets required to be sold to comply with Applicable Laws, (iii) dispositions assets (A) the costs of short-termoperation or maintenance of which are, readily marketable investments purchased for cash management purposes with funds not representing in the reasonable determination of the Agent, greater than the revenues related thereto or (B) which are specified in Schedule 7.2(g), the proceeds of other asset saleswhich shall be applied in accordance with the provisions of Section 2.13(b)(i), (iv) salesequipment, leasesif the proceeds thereof are used within thirty days of receipt thereof to purchase replacement equipment of equal or greater value to the extent permitted under Section 2.13(b)(i), transfers (v) assets by Persons that become Subsidiaries of the Borrower after the Closing Date if the Borrower shall have given the Agent evidence satisfactory to the Agent that the net present value of the amount to be paid for the assets sold exceeds the net book value or dispositions the net present value thereof, the proceeds of which shall be deposited in the Depository Accounts and applied in accordance with the provisions of Section 2.15(a) and (b), (vi) the assets or capital stock or other equity interests of an Excluded Future Subsidiary if (A) written notice of such sale or other disposition shall have been given by the Borrower to the Agent not less than fifteen days before such sale or other disposition and (B) the Borrower shall have given the Agent evidence satisfactory to the Agent that the net present value of the amount to be paid for such assets or equity interests exceeds the net book value or the net present value thereof, (vii) assets identified in writing to the Agent at least ten days before sale, that are to be sold for their fair market value in cash, not to exceed $200,000 in the aggregate in any Person that is not fiscal year, the proceeds of which shall be applied in accordance with the provisions of Section 2.15(a) and (b), (viii) assets (A) to a wholly-owned Pledgor or (B) by a Subsidiary of the Borrower that in the aggregate during any 12-month period do is not exceed 10% of the Consolidated Assets of the Borrower and its Subsidiaries, whether in one transaction a Pledgor or a series of transactions, provided that any such sales, leases, transfers or dispositions will be disregarded for purposes of such 10% limitation (and, for the avoidance of doubt, be deemed Pledged Subsidiary to be permitted hereunder) if the net proceeds thereof, within 18 months of such sale, lease, transfer or disposition, as applicable, are (A) used to retire Debt of the Borrower and its Subsidiaries (other than Debt that is subordinated to the Debt hereunder) or (B) invested in assets in similar or related lines of business (including geographic extensions thereof) of the Borrower and its Subsidiaries as of the Closing Date, (v) sales, leases, transfers and dispositions made to the Borrower or a wholly-owned another Subsidiary of the Borrower and Borrower, (viix) a disposition assets by the Borrower of all or substantially all of its assets CHI Finance to any Person so long as that becomes, by operation of law or otherwise, a party to the requirements set forth in Section 5.02(bGuaranty simultaneously with its acquisition of such assets and (x) emissions offsets or other emissions reductions credits to the extent they are satisfied as if such disposition were a merger or consolidation in which not required for the Borrower is not operation of the surviving entityFacilities under applicable Requirements of Law.