Common use of Sales of Assets, Etc Clause in Contracts

Sales of Assets, Etc. The Parent will not, and will not permit any of its Material Subsidiaries to, sell, lease or otherwise dispose of any of its assets (including the Capital Stock of any Subsidiary), other than (a) inventory, trade receivables and assets surplus to the needs of the business of the Parent or any Subsidiary sold in the ordinary course of business, (b) assets not used, usable or held for use in connection with cement operations and related operations, and (c) any “margin stock” within the meaning of Regulation U acquired by the Parent through a Tender Offer, unless the proceeds of the sale of such assets are retained by the Parent or such Subsidiary, as the case may be, and, as promptly as practicable after such sale (but in any event within one hundred and eighty (180) days of such sale), the proceeds are applied to (i) expenditures for property, plant and equipment usable in the cement industry or related industries; (ii) the repayment of senior Debt of the Parent or any of its Subsidiaries, whether secured or unsecured; or (iii) investments in companies engaged in the cement industry or related industries; provided, however, that the net proceeds from Qualified Receivables Transactions to the extent exceeding, in the aggregate, the aggregate U.S.$ amount set forth in Schedule 8.04 attached hereto shall be applied to the repayment of senior Debt of the Parent or any of its Subsidiaries, whether secured or unsecured; and provided, that, nothing in this Section 8.04 shall prevent any sale, lease or other disposal of assets from any Subsidiary to another Subsidiary.

Sales of Assets, Etc. The Parent Borrower will not, and will not permit any of its Material Subsidiaries to, sell, lease or otherwise dispose of any of its assets (including the Capital Stock of any Subsidiary), other than (a) inventory, trade receivables and assets surplus to the needs of the business of the Parent Borrower or any Subsidiary sold in the ordinary course of business, (b) assets not used, usable or held for use in connection with cement operations and related operations, and (c) any “margin stock” within the meaning of Regulation U acquired by the Parent Borrower with the proceeds of the Loans through a Tender Offer, unless the proceeds of the sale of such assets are retained by the Parent Borrower or such Subsidiary, as the case may be, and, as promptly as practicable after such sale (but in any event within one hundred and eighty (180) days of such sale), the proceeds are applied to (i) expenditures for property, plant and equipment usable in the cement industry or related industries; (ii) the repayment of senior Debt of the Parent Borrower or any of its Subsidiaries, whether secured or unsecured; or (iii) investments in companies engaged in the cement industry or related industries; provided, however, that the net proceeds from Qualified Receivables Transactions to the extent exceeding, in the aggregate, the aggregate U.S.$ amount set forth in Schedule 8.04 attached hereto shall be applied to the repayment of senior Debt of the Parent Borrower or any of its Subsidiaries, whether secured or unsecured; and provided, that, nothing in this Section 8.04 shall prevent any sale, lease or other disposal of assets from any Subsidiary to another Subsidiary.”

Sales of Assets, Etc. The Parent will Obligors shall not, and will shall not permit any of its Material their Subsidiaries to, to sell, lease lease, transfer, or otherwise dispose of any of its their assets or properties (including accounts receivable, Intellectual Property or Equity Interests of Subsidiaries), forgive, release or compromise any amount owed to any Obligor or any such Subsidiary, in each case, in 90 ny-2687469 one transaction or series of transactions (any thereof, an “Asset Sale”), except for the Capital Stock following (provided that, in the case of any Subsidiary)Asset Sale of the type described in clauses (c) or (i) below, other than the Obligors shall not, and shall not permit any of their Subsidiaries to, allow any such Asset Sale to occur if any Event of Default has occurred and is continuing or would reasonably be expected to occur as a result of such Asset Sale): (a) inventorysales of inventory in the ordinary course of its business on ordinary business terms; (b) the forgiveness, trade receivables and assets surplus release or compromise of any amount owed to the needs of the business of the Parent an Obligor or any Subsidiary sold of its Subsidiaries in the ordinary course of business, (b) assets not used, usable or held for use in connection with cement operations and related operations, and ; (c) transfers of assets or properties (other than any “margin stock” within the meaning of Regulation U acquired Material Intellectual Property) by the Parent through a Tender Offer, unless the proceeds of the sale of such assets are retained any by the Parent or such Subsidiary, as the case may be, and, as promptly as practicable after such sale (but in any event within one hundred and eighty (180) days of such sale), the proceeds are applied to (i) expenditures for property, plant and equipment usable in the cement industry or related industries; (ii) the repayment of senior Debt of the Parent Obligor or any of its SubsidiariesSubsidiaries to another Obligor (other than Cortendo and any Person that is required to become a Subsidiary Guarantor but has not yet done so within the time periods set forth in Section 8.12(a)); (d) dispositions of any asset or properties (including leaseholders, whether secured but other than any Material Intellectual Property) that is obsolete or unsecured; worn out or (iii) investments in companies engaged no longer used or useful in the cement industry Business; (e) as expressly permitted under Sections 9.03 or related industries9.05; provided(f) the use of cash and Permitted Cash Equivalent Investments in the ordinary course of business or in connection with other business activities not prohibited or otherwise restricted hereby or by any other Loan Document; (g) dispositions consisting of the sale, howevertransfer, that assignment or other disposition of unpaid and overdue accounts receivable in connection with the net proceeds from Qualified Receivables Transactions collection, compromise or settlement thereof; (h) dispositions of any asset or property (other than Material Intellectual Property) to the extent exceeding, that such asset or property is exchanged for credit against the purchase price of similar replacement property; (i) any license of Intellectual Property to the extent permitted by Section 9.18; (j) any Casualty Event that would constitute an Asset Sale; (k) the lapse or abandonment of any registrations or applications for registration of any Intellectual Property (other than Material Intellectual Property) no longer used or useful in the aggregate, conduct of the aggregate U.S.$ amount set forth in Schedule 8.04 attached hereto shall be applied business of the Obligors or their Subsidiaries to the repayment extent no longer economically desirable in the conduct of senior Debt their business; (l) the sale of Qualified Equity Interests of Parent (to the Parent or any extent not resulting in a Change of its Subsidiaries, whether secured or unsecured; and provided, that, nothing in this Section 8.04 shall prevent any sale, lease Control or other disposal Event of assets from any Subsidiary to another Subsidiary.Default); and

Sales of Assets, Etc. The Parent will notBorrower shall not sell or otherwise transfer, and will not or permit any of its Material Subsidiaries to, sell, lease Subsidiary to sell or otherwise dispose transfer, directly or indirectly (by merger or otherwise), any assets or other Property (including, without limitation, any shares of any of its assets (including the Capital Stock capital stock of any Subsidiary), other than (a) inventory, trade receivables and assets surplus to the needs outside of the business of the Parent or any Subsidiary sold in the ordinary course of business, (b) assets not used, usable or held for use in connection with cement operations and related operations, and (c) any “margin stock” within the meaning of Regulation U acquired by the Parent through a Tender Offer, unless the proceeds of the sale of such assets are retained by the Parent or such Subsidiary, as the case may be, and, as promptly as practicable after such sale (but in any event within one hundred and eighty (180) days of such sale), the proceeds are applied to EXCEPT THAT (i) expenditures for propertythe foregoing restriction shall not apply to transfers by a Subsidiary of the Borrower to the Borrower or to a Wholly-Owned Subsidiary of the Borrower, plant and equipment usable in or by the cement industry or related industriesBorrower to a Wholly-Owned Subsidiary of the Borrower; (ii) if no Event of Default shall have occurred and be continuing or would result therefrom, the repayment of senior Debt Borrower or any Subsidiary may sell or otherwise transfer, outside of the Parent ordinary course of business, any Mortgaged Property for consideration consisting of cash, stock, securities or any other Property having a fair value at least equal to the Mortgaged Property so sold or otherwise transferred, in connection with the addition or substitution of its Subsidiaries, whether secured an Additional 48 Property or unsecuredSubstitute Property in compliance with the requirements of section 7.17; or and (iii) investments if no Event of Default shall have occurred and be continuing or would result therefrom, the Borrower or any Subsidiary may sell or otherwise transfer, outside of the ordinary course of business, assets or other Property, other than any Mortgaged Property, for consideration consisting of cash, stock, securities or other Property having a fair value at least equal to the assets or other Property so sold or otherwise transferred (as determined by the Borrower in companies engaged in the cement industry or related industries; providedgood faith), however, PROVIDED that the net cash proceeds from Qualified Receivables Transactions of any such sale or transfer are (A) reinvested in the business of the Borrower and its Subsidiaries within six months following receipt thereof, or (B) applied to the repayment, prepayment or other retirement of Indebtedness for Borrowed Money, or (C) to the extent exceedingnot so reinvested or applied, are paid as a Distribution in accordance with section 8.3 hereof. Notwithstanding the foregoing, any sale or other transfer of equity interests in the aggregate, joint venture referred to in section 6.14 hereof which is made for nominal or below market value consideration pursuant to contractual provisions governing the aggregate U.S.$ amount set forth in Schedule 8.04 attached hereto shall be applied to the repayment formation or operation of senior Debt such joint venture as a consequence of the Parent or any failure to make capital contributions to such joint venture, shall not be prohibited by the terms of its Subsidiaries, whether secured or unsecured; and provided, that, nothing in this Section 8.04 shall prevent any sale, lease or other disposal of assets from any Subsidiary to another Subsidiarysection 8.8.

Sales of Assets, Etc. The Parent will notBorrower shall not sell or otherwise transfer, and will not or permit any of its Material Subsidiaries to, sell, lease Subsidiary to sell or otherwise dispose transfer, directly or indirectly (by merger or otherwise), any assets or other Property (including, without limitation, any shares of any of its assets (including the Capital Stock capital stock of any Subsidiary), other than (a) inventory, trade receivables and assets surplus to the needs outside of the business of the Parent or any Subsidiary sold in the ordinary course of business, (b) assets not used, usable or held for use in connection with cement operations and related operations, and (c) any “margin stock” within the meaning of Regulation U acquired by the Parent through a Tender Offer, unless the proceeds of the sale of such assets are retained by the Parent or such Subsidiary, as the case may be, and, as promptly as practicable after such sale (but in any event within one hundred and eighty (180) days of such sale), the proceeds are applied to EXCEPT THAT (i) expenditures for propertythe foregoing restriction shall not apply to transfers by a Subsidiary of the Borrower to the Borrower or to a Wholly-Owned Subsidiary of the Borrower, plant and equipment usable in or by the cement industry or related industriesBorrower to a Wholly-Owned Subsidiary of the Borrower; (ii) if no Event of Default shall have occurred and be continuing or would result therefrom, the repayment of senior Debt Borrower or any Subsidiary may sell or otherwise transfer, outside of the Parent ordinary course of business, any Mortgaged Property for consideration consisting of cash, stock, securities or any other Property having a fair value at least equal to the Mortgaged Property so sold or otherwise transferred, in connection with the addition or substitution of its Subsidiaries, whether secured an Additional Property or unsecuredSubstitute Property in compliance with the requirements of section 7.17; or and (iii) investments if no Event of Default shall have occurred and be continuing or would result therefrom, the Borrower or any Subsidiary may sell or otherwise transfer, outside of the ordinary course of business, assets or other Property, other than any Mortgaged Property, for consideration consisting of cash, stock, securities or other Property having a fair value at least equal to the assets or other Property so sold or otherwise transferred (as determined by the Borrower in companies engaged in the cement industry or related industries; providedgood faith), however, PROVIDED that the net cash proceeds from Qualified Receivables Transactions of any such sale or 41 42 transfer are (A) reinvested in the business of the Borrower and its Subsidiaries within six months following receipt thereof, or (B) applied to the repayment, prepayment or other retirement of Indebtedness for Borrowed Money, or (C) to the extent exceedingnot so reinvested or applied, are paid as a Distribution in the aggregate, the aggregate U.S.$ amount set forth in Schedule 8.04 attached hereto shall be applied to the repayment of senior Debt of the Parent or any of its Subsidiaries, whether secured or unsecured; and provided, that, nothing in this Section 8.04 shall prevent any sale, lease or other disposal of assets from any Subsidiary to another Subsidiaryaccordance with section 8.3 hereof.

Sales of Assets, Etc. The Parent will not, and will not permit any of its Material Subsidiaries to, sellSell, lease or otherwise dispose of any of its assets (including the Capital Stock capital stock of any Subsidiary), other than (a) inventory, trade receivables and assets surplus to the needs of the business of the CEMEX Parent or any Subsidiary of CEMEX Parent sold in the ordinary course of business, ; (b) assets not used, usable or held for use in connection with cement operations and related operations, and (c) any “margin stock” within the meaning of Regulation U acquired by the CEMEX Parent through a Tender Offer, unless the proceeds of the sale of such assets are retained by the CEMEX Parent or such Subsidiary, as the case may be, and, as promptly as practicable after such sale (but in any event within one hundred and eighty (180) 180 days of such sale), the proceeds are applied to (i) expenditures for property, plant and equipment usable in the cement industry or related industries; (ii) the repayment of senior Debt of the CEMEX Parent or any Subsidiary of its SubsidiariesCEMEX Parent, whether secured or unsecured; or (iii) investments in companies engaged in the cement industry or related industries; provided, however, that the net proceeds from Qualified Receivables Transactions to the extent exceeding, in the aggregate, the aggregate U.S.$ US$ amount set forth in Schedule 8.04 attached hereto 14 (Qualified Receivables Transactions) shall be applied to the repayment of senior Debt of the CEMEX Parent or any of its Subsidiaries, whether secured or unsecured; , and provided, that, provided that nothing in this Section 8.04 Clause 21.16 shall prevent any sale, lease lease, transfer or other disposal of assets from any Subsidiary of CEMEX Parent to another SubsidiarySubsidiary of CEMEX Parent.

Sales of Assets, Etc. The Parent Borrower will not, and will not permit any of its Material Subsidiaries to, sell, lease or otherwise dispose of any of its assets (including the Capital Stock of any Subsidiary), other than (a) inventory, trade receivables and assets surplus to the needs of the business of the Parent Borrower or any Subsidiary sold in the ordinary course of business, (b) assets not used, usable or held for use in connection with cement operations and related operations, and (c) any “margin stock” within the meaning of Regulation U acquired by the Parent Borrower with the proceeds of the Loans through a Tender Offer, unless the proceeds of the sale of such assets are retained by the Parent Borrower or such Subsidiary, as the case may be, and, as promptly as practicable after such sale (but in any event within one hundred and eighty (180) days of such sale), the proceeds are applied to (i) expenditures for property, plant and equipment usable in the cement industry or related industries; (ii) the repayment of senior Debt of the Parent Borrower or any of its Subsidiaries, whether secured or unsecured; or (iii) investments in companies engaged in the cement industry or related industries; provided, however, that the net proceeds from Qualified Receivables Transactions to the extent exceeding, in the aggregate, the aggregate U.S.$ amount set forth in Schedule 8.04 9.04 attached hereto shall be applied to the repayment of senior Debt of the Parent Borrower or any of its Subsidiaries, whether secured or unsecured; and provided, that, nothing in this Section 8.04 9.04 shall prevent any sale, lease or other disposal of assets from any Subsidiary to another Subsidiary.”

Sales of Assets, Etc. The Parent will notSell, and will not permit any of its Material Subsidiaries to, sellassign, lease or otherwise dispose of (whether in one transaction or in a series of transactions) any of its assets (including the Capital Stock of whether now owned or hereafter acquired) to any Subsidiary)person or entity, other than (a) inventory, trade receivables and assets surplus to the needs of the business of the Parent or permit any Subsidiary sold to do so, except (i)sales of assets in the ordinary course of business, (bii)sales of inventory previously categorized as obsolete, slow moving or surplusage and sales of machinery, equipment or other similar operating assets previously categorized as obsolete or surplusage and not utilized at the time of such sale in the ordinary course of business of the selling entity, (iii)sales of artwork, (iv)sales of the stock of Subsidiaries permitted to be created under Section 5.02(e)(iii) hereof, (v)after notice to the Agent and the Banks, sales of properties and assets following an approval by Borrower's board of directors that such sales are made for cash on commercially reasonable terms at fair market value and do not usedexceed 5% of Consolidated Tangible Net Worth (at the beginning of the applicable fiscal year) in any given fiscal year of the Borrower or 15% of Consolidated Tangible Net Worth (at the beginning of the applicable fiscal year) in the aggregate during the term of this Agreement (provided that the net cash proceeds of asset sales which shall have been reinvested by the Borrower or any Subsidiary of the Borrower, usable in accordance with, and as permitted by, Section 5.02(f)(5) of this Agreement, in tangible assets having comparable value shall be deducted as of the date of such permitted reinvestment in calculating compliance with the 15% limitation in this clause (v)), (vi)a lease or held for use sublease of new machining equipment valued at approximately $1,500,000 to Rail Products & Fabrications, Inc., based in connection Seattle, Washington ("RPF"), (viii)after notice to the Agent and the Banks, and with cement operations the approval of the Borrower's board of directors, the sale of all or any portion of the Borrower's Xxxxxxxxx, Texas manufacturing plant, and the land, buildings, equipment, inventory, books, records and other property related operationsthereto at any time on or prior to June30, 1999, and (cix) any “margin stock” within sales of Borrower's investment in Dakota, Minnesota & Eastern Railroad Corp. for a price at least equal to the meaning value of Regulation U acquired by that investment as shown in the Parent through a Tender Offer, unless the proceeds then most recent financial statements of the sale of such assets are retained by the Parent or such Subsidiary, as the case may be, and, as promptly as practicable after such sale (but in any event within one hundred and eighty (180) days of such sale), the proceeds are applied to (i) expenditures for property, plant and equipment usable in the cement industry or related industries; (ii) the repayment of senior Debt of the Parent or any of its Subsidiaries, whether secured or unsecured; or (iii) investments in companies engaged in the cement industry or related industries; provided, however, that the net proceeds from Qualified Receivables Transactions Borrower provided to the extent exceedingAgent. By the Agent and the Banks agreeing to permit a sale, in the aggregate, the aggregate U.S.$ amount set forth in Schedule 8.04 attached hereto shall be applied to the repayment of senior Debt of the Parent or any of its Subsidiaries, whether secured or unsecured; and provided, that, nothing in this Section 8.04 shall prevent any saleassignment, lease or other disposal disposition of assets from any Subsidiary by the Borrower pursuant to another Subsidiarythis Section 5.02(e), the Banks shall automatically, and without the need for further action on the part of the Agent or the Banks, be deemed to have (1)consented to the release by the Agent, immediately prior to the disposition of such assets, of all liens and security interests in such assets held by the Agent for itself and as agent for the benefit of the Banks under the Loan Documents, and (2)directed the Agent to take all appropriate and customary action required to assure and to effect the full and complete release of all of such liens and security interests in such assets.