Permitted Disposition means a sale, exchange or other disposition of OP Units (i) by a Protected Partner: (a) to such Protected Partner’s children, spouse or issue; (b) to a trust for such Protected Partner or such Protected Partner’s children, spouse or issue; (c) in the case of a trust which is a Protected Partner, to its beneficiaries, or any of them, whether current or remainder beneficiaries; (d) to a revocable inter vivos trust of which such Protected Partner is a trustee; (e) in the case of any partnership or limited liability company which is a Protected Partner, to its partners or members; and/or (f) in the case of any corporation which is a Protected Partner, to its shareholders, and (ii) by a party described in clauses (a), (b), (c) or (d) to a partnership, limited liability company or corporation of which the only partners, members or shareholders, as applicable, are parties described in clauses (a), (b), (c) or (d); provided, that for purposes of the definition of Property Indemnification Period and Guaranty Indemnification Period, such Protected Partner shall be treated as continuing to own any OP Units which were subject to a Permitted Disposition unless and until there has been a sale, exchange or other disposition of such OP Units by a permitted transferee which is not another Permitted Disposition.
In the event the Private Owner proposes to make a Permitted Disposition, the Private Owner shall be required to pay any and all filing and recording fees, fees of counsel and accountants and other out-of-pocket costs and expenses reasonably incurred by the Initial Member and/or the Company in connection with such Permitted Disposition.
Distributions with respect to a Company Interest made on or after the effective date of the Permitted Disposition of such Company Interest shall be made to the transferee Member with respect to such Company Interest, regardless of when such distributions accrued on the books of the Company.
In connection with each Permitted Disposition, the Private Owner and the transferee shall deliver to the Company and the Initial Member such other documents and instruments as the Initial Member reasonably may request and which are required to effect the Permitted Disposition and substitute the transferee as a Member.
The Private Owner may not withdraw or resign from the Company, except (i) in connection with a Permitted Disposition made in accordance with the applicable provisions of this Article VIII or (ii) with the prior written consent of the Initial Member.
Distributions with respect to an LLC Interest made on or after the effective date of the Permitted Disposition of such LLC Interest shall be made to the transferee Member with respect to such LLC Interest, regardless of when such distributions accrued on the books of the Company.
More definitions of Permitted Disposition
Permitted Disposition means a disposition to (i) a member of the immediate family or an affiliate of the applicable Contributor, (ii) a charitable organization a contribution to which would be deductible pursuant to section 170 of the Code, (iii) any partnership, limited liability company or trust, the partners, members or beneficiaries, as applicable, of which are exclusively one or more of the Contributor or members of the immediate family or affiliates of the Contributor and/or a charitable organization a contribution to which would be deductible pursuant to section 170 of the Code, or (iv) in the case of a Contributor that is a trust, partnership, limited liability company or corporation, a beneficiary, partner, member or shareholder of such Contributor, provided that any such disposition shall not involve a disposition for value (other than the issuance or redemption of an interest in the transferor or a reduction in the transferor’s share of liabilities of the Operating Partnership).
Permitted Disposition means, any disposition (except as otherwise permitted under Section 7.07) made by the Borrower or any of its Subsidiaries of any of its assets if the net income for the most recently completed four fiscal quarter period for which financial statements have been delivered pursuant to Section 6.09(a) or (b) derived from the assets subject to such disposition together with the net income for such period derived from all other assets sold or otherwise disposed of during or after such period does not exceed 10% of Consolidated Net Income (calculated as if the Merger had occurred as of the Effective Date) for such period.
Permitted Disposition means a Disposition of (a) inventory or other assets sold, leased or otherwise disposed of in the Ordinary Course of Business of the Company or a Subsidiary, (b) Dispositions of inventory, or used, worn-out or surplus equipment, all in the Ordinary Course of Business, (c) Dispositions of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment or where the Company or its Subsidiary determine in good faith that the failure to replace such equipment will not be detrimental to the business of the Company or its Subsidiary, (d) a Disposition to the Company or a Subsidiary, (e) Dispositions of accounts receivable in connection with a Permitted Accounts Receivable Financing, or (f) Dispositions identified on Schedule 7.02.
Permitted Disposition means (a) the sale of Inventory and Equipment in the Ordinary Course of Business; (b) Permitted Consignment Sales; (c) Permitted Investments, (d) the disposition or transfer of (i) damaged, obsolete, surplus or worn-out property in the Ordinary Course of Business during any fiscal year having an aggregate fair market value of not more than $250,000 or (ii) the assets (involving Inventory) at closed retail locations, in each case only to the extent (A) the proceeds of any such disposition are used, or committed to be used, within 270 days of such disposition, to acquire replacement property or other assets reasonably related to the business of Borrower which, in each case, are subject to Agent’s first priority security interest (subject to Permitted Encumbrances and the terms of the Intercreditor Agreement), (B) if such assets were Term Loan Priority Collateral, the proceeds thereof are remitted to the Term Loan Agent to be applied pursuant to the terms of the Term Loan Agreement, (C) if such assets were Revolving Loan Priority Collateral, the proceeds thereof are deposited in a Collection Account for application to the Obligations pursuant to Section 4.15(h), or, if applicable, Section 11.5, or (D) if the Term Loan Facility has been terminated and no obligations thereunder remain outstanding, the proceeds are deposited in a Collection Account for application to the Obligations pursuant to Section 4.15(h), or, if applicable, Section 11.5; (e) the sale, transfer, conveyance, assignment or disposition (i) by any Loan Party or Subsidiary thereof to Borrower, (ii) by any Loan Party to any other Loan Party; provided, that, if Borrower is a party thereto, Borrower must be the recipient entity, (iii) by a Borrowing Base Party to another Borrowing Base Party; provided, that, a Borrower may not transfer a material portion of its assets to a Borrowing Base Party that is not also a Borrower, (iv) by any Subsidiary of a Loan Party to any Loan Party or Domestic Subsidiary thereof, (v) by any Foreign Subsidiary to another Foreign Subsidiary, or (vi) by any Domestic Subsidiary that is not a Loan Party to any other Domestic Subsidiary that is not a Loan Party; (f) sales, transfers, conveyances, assignments or dispositions solely to effectuate a merger or consolidation permitted pursuant to Section 7.1; (g) the licensing and sublicensing, on a non-exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business; (h) to the extent permitted by Section 6.10, the lapse of registered patents, trademarks and other intellectual property of a Loan Party or Subsidiary thereof; (i) the granting of Permitted Encumbrances; (j) subject to the terms of Section 4.11, any involuntary loss or condemnation, damage or destruction of property and any disposition of any such damaged property to any insurer with respect thereto in settlement of any claim by the applicable Loan Party or Subsidiary thereof to the extent required by theapplicable insurance policy; (k) dispositions of assets acquired by the Loan Parties and their Subsidiaries pursuant to a Permitted Acquisition consummated within 12 months of the date of the proposed disposition in an aggregate amount not to exceed $500,000 for each such Permitted Acquisition; (l) sales or other dispositions of a de minimis number of shares of the Equity Interests of a Foreign Subsidiary of Borrower in order to qualify members of the governing body of such Foreign Subsidiary if required by Applicable Law; and (m) other sales, transfers, conveyances, assignments or dispositions of assets (excluding Equity Interests) have a fair market value not in excess of $250,000 during any fiscal year.