Mergers, Consolidations or Sales. No Obligated Party shall enter into any transaction of merger, reorganization, or consolidation, or transfer, sell, assign, lease, or otherwise Dispose of all or any part of its property, or sell or issue any of its preferred Capital Stock, or wind up, liquidate, or dissolve, or agree to do any of the foregoing, except for (A) sales and other Dispositions of Inventory in the ordinary course of its business, (B) sales or other Dispositions of Equipment in the ordinary course of business that is (1) damaged, worn out, unserviceable, or obsolete, (2) no longer necessary for the proper conduct of business with a good faith estimated value not in excess of $100,000 in any Fiscal Year of Xxxxx, or (3) contemporaneously replaced with Equipment of comparable utility, in each case in the ordinary course of business and operations of the Obligated Parties and on a basis consistent with past practices, (C) the sale of the helicopter that is the subject of the Aircraft Mortgage or the Cessna 525 aircraft (serial number 525-0341); provided that the purchase price received by the relevant Obligated Party for each such aircraft shall not be less than the fair market value of such aircraft and at least 75% of the purchase price therefor shall be payable in cash on the closing date of such sale or by the assumption of Debt secured by such aircraft, (D) payments of cash in the ordinary course of business and as otherwise permitted by this Agreement, and (E) subject to Section 8.10, other transactions between or among the Obligated Parties in the ordinary course of each Obligated Party’s business consistent with past practices; provided that, notwithstanding the foregoing or any other provision of this Agreement, as long as no Default or Event of Default exists or would result therefrom and provided Xxxxx gives the Agents prior written notice:
Mergers, Consolidations or Sales. Borrower represents and agrees that Borrower will not (i) merge or consolidate with or into any other business entity or (ii) enter into any joint venture or partnership with any person, firm or corporation.
Mergers, Consolidations or Sales. Except as otherwise permitted under this Agreement, the Borrower shall not, and shall not permit any of its Subsidiaries to, enter into any transaction of merger, reorganization, or consolidation, except among themselves and so long as the Borrower is the surviving entity and retains a majority of the assets, or transfer, sell, assign, lease, or otherwise dispose of all or any part of its property except among the Borrower and Subsidiary Guarantors and the Borrower retains a majority of the assets, or wind up, liquidate or dissolve, or agree to do any of the foregoing, except (a) for sales of Inventory in the ordinary course of its business, (b) for surrender or waiver of tort claims or contract rights in the ordinary course of business that have not otherwise been pledged to Agent, (c) for the grant in the ordinary course of business of non-exclusive licenses in patents, trademarks, and registrations therefor and other similar intellectual property, (d) for sales, transfers or termination of officer's life insurance policies, (e) for sales of computer equipment and software in the ordinary course of business that are obsolete or no longer useable by the Borrower and its Subsidiaries in their business, and (f) for sales or other dispositions of Equipment (other than computer equipment and software sold as permitted by clause (e) above) that are obsolete or no longer useable by the Borrower or its Subsidiaries in its business with an orderly liquidation value not to exceed $500,000 in any Fiscal Year. Within either (i) 180 days following or (ii) 90 days before, sales or dispositions permitted pursuant to clause (f) above, the Borrower or its Subsidiaries shall reinvest the proceeds of the sale or disposition or shall have purchased replacement Equipment in anticipation of the receipt of such proceeds; provided that no Event of Default has occurred and is continuing at the time of the receipt of such proceeds or the reinvestment of such proceeds. If the Borrower or its Subsidiaries fail to comply with subclauses (i) or (ii) Agent shall apply such proceeds (other than proceeds with respect to sale or disposition of Equipment of a Canadian Subsidiary Guarantor) to the Loans in accordance with Section 3.4. All Equipment purchased with such proceeds shall be free and clear of all Liens, except the Agent's Liens. Notwithstanding anything herein to the contrary, to the extent Equipment of any Canadian Subsidiary Guarantor is sold pursuant to clause (f) above, the ...
Mergers, Consolidations or Sales. Neither Holdings nor any of the Restricted Subsidiaries shall merge into, or consolidate or amalgamate with, any other Person or permit any other Person to merge into or consolidate or amalgamate with it, or consummate any Asset Disposition, or wind up, liquidate or dissolve, except:
Mergers, Consolidations or Sales. Neither the Parent nor any of the other Borrowers shall enter into any transaction of merger, reorganization, or consolidation, or transfer, sell, assign, lease, or otherwise dispose of all or any material part of its property, or wind up, liquidate or dissolve, or agree to do any of the foregoing, except for:
Mergers, Consolidations or Sales. The Borrower shall not (a) enter into any transaction of merger, reorganization, or consolidation with any other Person; (b) transfer, sell, assign, lease, or otherwise dispose of all or any part of the Collateral or its assets; or (c) liquidate or dissolve.
Mergers, Consolidations or Sales. (a) Merge or consolidate with or into any corporation; (b) enter into any joint venture or partnership with any person, firm, or corporation; (c) convey, lease, or sell all or any material portion of its property or assets or business to any other person, firm, or corporation except for the sale of Inventory in the ordinary course of its business and in accordance with the terms of this Agreement; or (d) convey, lease, or sell any of its assets to any person, firm or corporation for less than the fair market value thereof.
Mergers, Consolidations or Sales. No Loan Party shall enter into any transaction of merger, reorganization, or consolidation, or transfer, sell, assign, lease, or otherwise dispose of all or any part of its property, or wind up, liquidate or dissolve, or agree to do any of the foregoing, except:
Mergers, Consolidations or Sales. The Credit Parties will not permit any Consolidated Party:
Mergers, Consolidations or Sales. Neither Fleetwood nor any of its Subsidiaries shall enter into any transaction of merger, reorganization, or consolidation, or transfer, sell, assign, lease, or otherwise dispose of all or any part of its property, or wind up, liquidate or dissolve, or agree to do any of the foregoing, except
