Common use of Consolidation, Merger, Purchase or Sale of Assets, etc Clause in Contracts

Consolidation, Merger, Purchase or Sale of Assets, etc. Holdings will not, and will not permit any of its Subsidiaries to, wind up, liquidate or dissolve its affairs or enter into any partnership, joint venture, or transaction of merger or consolidation, or convey, sell, lease or otherwise dispose of all or any part of its property or assets (other than sales of inventory in the ordinary course of business), or enter into any sale-leaseback transactions, or purchase or otherwise acquire (in one or a series of related transactions) any part of the property or assets (other than purchases or other acquisitions of inventory, materials and equipment in the ordinary course of business) of any Person (or agree to do any of the foregoing at any future time), except that:

Consolidation, Merger, Purchase or Sale of Assets, etc. Holdings will not, and will not permit any of its Subsidiaries to, wind up, liquidate or dissolve its affairs or enter into any partnership, joint venture, or transaction of merger or consolidation, or convey, sell, lease or otherwise dispose of all or any part of its property or assets (other than sales of inventory Inventory in the ordinary course Ordinary Course of businessBusiness), or enter into any sale-leaseback transactions, or purchase or otherwise acquire (in one or a series of related transactions) any part all or substantially all of the property or assets (other than purchases or other acquisitions of inventoryInventory, materials materials, assets and equipment in the ordinary course Ordinary Course of businessBusiness) of any Person (or agree to do any of the foregoing at any future time), except that:

Consolidation, Merger, Purchase or Sale of Assets, etc. Holdings Parent will not, and will not permit any of its Subsidiaries to, wind up, liquidate or dissolve its affairs or enter into any partnership, joint venture, or consummate a transaction of merger or consolidation, or convey, sell, lease or otherwise dispose of all or any part of its property or assets (other than sales of inventory in the ordinary course of business), or enter into any sale-leaseback transactions, or purchase or otherwise acquire (in one or a series of related transactions) any part of the property or assets (other than purchases or other acquisitions of inventory, materials and equipment in the ordinary course of business) of any Person (or agree to do any of the foregoing at any future time), except that:

Consolidation, Merger, Purchase or Sale of Assets, etc. Holdings Such Persons will not, and will not permit any of its their Subsidiaries to, (w) wind up, liquidate or dissolve its affairs their affairs, or (x) enter into any partnership, joint venture, or transaction of merger or consolidation, or convey, sell, lease or otherwise dispose (y) enter into any Disposition in respect of all or any part of its their property or assets assets, (other than sales of inventory in the ordinary course of businessincluding pursuant to any Sale-Leaseback Transaction), or enter into any sale-leaseback transactions, or (z) purchase or otherwise acquire (in one or a series of related transactions) any part of the property or assets (other than purchases or other acquisitions of inventory, materials materials, supplies and equipment in the ordinary course of business) of any Person (or agree to do any of the foregoing at any future time), except that:

Consolidation, Merger, Purchase or Sale of Assets, etc. Holdings will not, and will not permit any of its Subsidiaries to, wind up, liquidate or dissolve its affairs or enter into any partnership, joint venture, or transaction of merger or consolidation, or convey, sell, lease or otherwise dispose of (or agree to do any of the foregoing at any future time) all or any part of its property or assets (other than sales of inventory in the ordinary course of business)assets, or enter into any sale-leaseback transactions, or purchase or otherwise acquire (in one or a series of related transactionstrans actions) any part of the property or assets (other than purchases or other acquisitions of inventory, materials materials, equipment and equipment intangible assets in the ordinary course of business) of any Person (or agree to do any of the foregoing at any future time)Person, except thatthat the following shall be permitted:

Consolidation, Merger, Purchase or Sale of Assets, etc. Holdings will not, and will not permit any of its Subsidiaries to, wind up, liquidate or dissolve its affairs or enter into any partnership, joint venture, or transaction of merger or consolidation, or convey, sell, lease or otherwise dispose of (or agree to do any of the foregoing at any future time) all or any part of its property or assets (other than sales of inventory in the ordinary course of business)assets, or enter into any sale-leaseback transactions, or purchase or otherwise acquire (in one or a series of related transactions) any part of the property or assets (other than purchases or other acquisitions of inventory, materials materials, equipment and equipment intangible assets in the ordinary course of business) of any Person (or agree to do any of the foregoing at any future time)Person, except that:

Consolidation, Merger, Purchase or Sale of Assets, etc. Holdings The Company will not, and will not permit any of its Subsidiaries to, wind up, liquidate or dissolve its affairs or enter into any partnership, joint venture, or transaction of merger or consolidation, or convey, sell, lease or otherwise dispose of (or agree to do any of the foregoing at any future time) all or any part of its property or assets (other than sales of inventory in the ordinary course of business)assets, or enter into any partnerships, joint ventures or sale-leaseback transactions, or purchase or otherwise acquire (in one or a series of related transactions) any part of the property or assets (other than purchases or other acquisitions of inventory, materials and equipment in the ordinary course of business) of any Person (or agree to do any of the foregoing at any future time)Person, except that:

Consolidation, Merger, Purchase or Sale of Assets, etc. Holdings will not, and will not permit any of its Subsidiaries to, wind up, liquidate or dissolve its affairs or enter into any partnership, joint venture, or transaction of merger or consolidation, or convey, sell, lease or otherwise dispose of all or any part of its property or assets (other than sales of inventory in the ordinary course of business), or enter into any sale-leaseback transactions, or purchase or otherwise acquire (in one or a series of related transactions) any part of the property or assets (other than purchases or other acquisitions of inventory, materials and equipment in the ordinary course of business) of any Person (or agree to do any of the foregoing at any future time), except that:: 121

Consolidation, Merger, Purchase or Sale of Assets, etc. Holdings will not, and will not permit any of its Subsidiaries to, wind up, liquidate or dissolve its affairs or enter into any partnership, joint venture, or transaction of merger or consolidation, or convey, sell, lease or otherwise dispose of (or agree to do any of the foregoing at any future time) all or any part of its property or assets (other than sales of inventory in the ordinary course of business)assets, or enter into any sale-leaseback transactions, or purchase or otherwise acquire (in one or a series of related transactions) any part of the property or assets (other than purchases or other acquisitions of inventory, materials materials, equipment and equipment intangible assets in the ordinary course of business) of any Person (or agree to do any of the foregoing at any future time)Person, except thatthat the following shall be permitted:

Consolidation, Merger, Purchase or Sale of Assets, etc. Holdings ------------------------------------------------------ will not, and will not permit any of its Subsidiaries to, wind up, liquidate or dissolve its affairs or enter into any partnership, joint venture, or transaction of merger or consolidation, or convey, sell, lease or otherwise dispose of all or any part of its property or assets (other than sales of inventory in the ordinary course of business), or enter into any sale-leaseback transactionsassets, or purchase or otherwise acquire (in one or a series of related transactions) any part of the property or assets (other than purchases or other acquisitions of inventory, materials materials, equipment and equipment other similar tangible assets and intangible assets, including any such property acquired by way of trade or barter agreements, in each case in the ordinary course of business) of any Person (or agree to do any of the foregoing at any future time)Person, except that:

Consolidation, Merger, Purchase or Sale of Assets, etc. Holdings ------------------------------------------------------- will not, and will not permit any of its Subsidiaries to, wind up, liquidate or dissolve its affairs or enter into any partnership, joint venture, or transaction of merger or consolidation, or convey, sell, lease or otherwise dispose of (or agree to do any of the foregoing at any future time) all or any part of its property or assets (other than sales of inventory in the ordinary course of business)assets, or enter into any sale-leaseback transactions, or purchase or otherwise acquire (in one or a series of related transactions) any part of the property or assets (other than purchases or other acquisitions of inventory, materials materials, equipment and equipment intangible assets in the ordinary course of business) of any Person (or agree to do any of the foregoing at any future time)Person, except that:

Consolidation, Merger, Purchase or Sale of Assets, etc. Holdings will not, and will not permit any of its Subsidiaries to, wind up, liquidate or dissolve its affairs or enter into any partnership, joint venture, or transaction of merger or consolidation, or convey, sell, lease or otherwise dispose of all or any part of its property or assets (other than sales of inventory in the ordinary course of business), or enter into any sale-leaseback transactions, or purchase or otherwise acquire (in one or a series of related transactions) any part of the property or assets (other than purchases or other acquisitions of inventory, materials materials, equipment, goods and equipment services in the ordinary course of business) of any Person (or agree to do any of the foregoing at any future time), except that: