Specified Asset Sales means the sale of the properties listed on Schedule 1.01(d) attached hereto.
Specified Asset Sales means, with respect to any joint venture of the Corporation or any of its Restricted Subsidiaries that is not a Qualified Joint Venture, (a) any Asset Sale of all or any portion of such asset to a Related Joint Venture Holder or any Affiliates of a Related Joint Venture Holder, (b) any contribution of all or any portion of such asset to a joint venture of a Related Joint Venture Holder or (c) any Asset Sale of all or any portion of such asset to any Person in connection with a related transaction or series of related transactions involving a Related Joint Venture Holder or any Affiliate of a Related Joint Venture Holder; provided that any joint venture to which this definition applies generates less than five percent (5%) of the aggregate consolidated revenues of the Corporation and its Restricted Subsidiaries.
Examples of Specified Asset Sales in a sentence
Company shall use all reasonable efforts to consummate the Specified Asset Sales that have not been consummated prior to the date hereof in accordance with the Specified Asset Sale Agreements as soon as practicable.
Following consummation of the Specified Asset Sales, neither Company nor any of its Subsidiaries will have any liability with respect to the business, operations, assets or liabilities of AHA or any of its Subsidiaries, other than those specified liabilities that are expressly disclosed in the Specified Asset Sale Agreements.
Among other things, the Twelfth Amendment (i) limits the amount of cash in the United States the Company can hold on its balance sheet to $50.0 million, (ii) authorizes the sale of any Specified TAS Business Unit (as defined in the Amended Credit Agreement); (iii) provides for a reserve against the availability of up to 75% of the proceeds of Specified Asset Sales; and (iv) modifies certain financial covenants and other terms over the quarterly periods ending June 2020 through March 2022.
NTD: This is about power and authority and not ongoing operation of the business and the future consummation of Specified Asset Sales doesn’t change that.stockholder, shareholder, member and/or partner action.
The amount of each prepayment described in this clause (b)(i), including with respect to any Specified Asset Sales, shall be applied first to the outstanding Term Loans (to be applied to the remaining amortization payments on the Term Loans in the inverse order of maturity) until paid in full and then to the Revolving Credit without a corresponding reduction in the Revolving Credit Commitments.
More Definitions of Specified Asset Sales
Specified Asset Sales means Asset Sales with respect to (i) sales or leases or transfers of franchise related properties to franchisees pursuant to the Borrower’s “turnkey” development programs, (ii) sales, leases or transfers of franchises and related assets and properties repossessed or reacquired by the Borrower from franchisees and subsequently resold to new franchisees all in the ordinary course of business, (iii) sales or dispositions of franchise related properties and assets that are no longer in operation and are surplus to the Borrower’s needs in the ordinary course of business in an amount not in excess of $5,000,000 in any twelve month period; provided that such limitation shall not apply to sales and dispositions of the assets listed on Schedule 1.1B hereto, (iv) exchanges of properties or assets for other properties or assets (other than cash or cash equivalents) that (1) are useful in the business of the Borrower and its Subsidiaries as then being conducted and (2) have a fair market value at least equal to the fair market value of the assets or properties being exchanged (as evidenced by a resolution of the directors of the Borrower in the case of transactions having a fair market value in excess of $1,000,000) in the ordinary course of business and (v) sales of franchise related properties in connection with a market relocation program or the Borrower’s Conversion Strategy.
Specified Asset Sales shall have the meaning specified in the TPG Agreement.
Specified Asset Sales means the sale or other disposition of the Property described on Schedule 1.01(b); provided that (i) no Event of Default has occurred and is continuing or would immediately result therefrom and (ii) immediately after giving effect to such sale or other disposition (and any related repayment of the Loans), the Total Net Leverage Ratio (computed on a Pro Forma Basis as at the date of the last ended Test Period, as if such sale or other disposition (and any related repayment of the Term Loans) had occurred on the first day of such Test Period) would be no greater than the Total Net Leverage Ratio as at the date of the last ended Test Period without giving effect to such transactions and, prior to the consummation thereof, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth in reasonable detail the calculations demonstrating compliance with the foregoing.
Specified Asset Sales means a Disposition of any of the assets and/or Capital Securities of Cassco Ice and Cold Storage Inc. and/or Southern Bottled Water, Inc. in one transaction or any series of transactions.
Specified Asset Sales means the sale or other disposition of the Property described on Schedule 1.01(c); provided that (i) no Default has occurred and is continuing or would immediately result therefrom and (ii) immediately after giving effect to such sale or other disposition (and any related repayment of the Loans), the Total Net Leverage Ratio (computed on a Pro Forma Basis as at the date of the last ended Test Period, as if such sale or other disposition (and any related repayment of the Loans) had occurred on the first day of such Test Period) would be lower than the Total Net Leverage Ratio as at the date of the last ended Test Period without giving effect to such transactions and, prior to the consummation thereof, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth in reasonable detail the calculations demonstrating compliance with the foregoing.
Specified Asset Sales means Asset Sales with respect to (i) sale- leaseback transactions completed within one year following the acquisition of the subject asset; (ii) sales, leases or transfers of restaurant properties to franchisees pursuant to the Company's "turnkey" development programs, (iii) sales, leases or transfers of franchises and related assets and properties repossessed or reacquired by the Company from franchisees and subsequently resold to new franchisees all in the ordinary course of business, (iv) sales or dispositions of restaurant-related properties and assets that are no longer in operation and are surplus to the Company's needs in the ordinary course of business in an amount not in excess of $5,000,000 in any twelve month period, (v) exchanges of properties or assets for other properties or assets (other than cash or cash equivalents) that (1) are useful in the business of the Company and its Subsidiaries as then being conducted and (2) have a fair market value at least equal to the fair market value of the assets or properties being exchanged (as evidenced by a resolution of the directors of the Company in the case of transactions having a fair market value in excess of $1,000,000) in the ordinary course of business and (vi) the Far West Division and (vii) sales of restaurant related properties in connection with a market relocation program.
Specified Asset Sales means the sale, transfer or other disposition, whether pursuant to a single transaction or a series of related transactions, of any property, business, line of business, enterprise or asset of the Borrower or any Subsidiary of the Borrower, which may constitute, individually or in the aggregate, a sale, transfer or other disposition of all or substantially all of the assets of the Borrower and its Subsidiary, pursuant to an order of the Bankruptcy Court and one or more of (a) the DFA Asset Purchase Agreement, (b) the Prairie Farms APA, (c) that certain Asset Purchase Agreement, dated as of April 8, 2020, by and among Dean Foods Company, Uncle Matt’s Organic, Inc., a Subsidiary of Dean Foods Company, as the seller, and Harmoni Inc., as the buyer, as originally in effect, (d) those two certain Asset Purchase Agreements, each dated as of April 7, 2020, and each by and among Dean Foods Company, as the seller, each of the Subsidiaries of Dean Foods Company listed on the signature pages thereto, as the other selling entities, and Producers Dairy Foods, Inc., as the buyer, as originally in effect and (e) that certain Asset Purchase Agreement, dated as of April 7, 2020, by and among Dean Foods Company, as the seller, each of the Subsidiaries of Dean Foods Company listed on the signature pages thereto, as the other selling entities, and Mana Saves McArthur, LLC, as the buyer, as originally in effect.