Disposition of Collateral and Other Assets Sample Clauses

Disposition of Collateral and Other Assets. (a) Except for any transfer or disposition permitted by paragraph (b) below, sell, lease, assign, transfer or otherwise dispose of any asset or assets, in a single transaction or a series of related transactions, having a fair market value in excess of $10,000,000, unless (i) fair market value is received for such asset (such fair market value to be determined by the Board of Directors of Holdings or any applicable Subsidiary of Holdings in the exercise of its reasonable judgment in the case of any asset or assets with a fair market value in excess of $100,000,000), (ii) except in the case of any Asset Exchange, if the fair market value of such asset or assets is in excess of $50,000,000, at least 75% of the consideration received by Holdings and the Subsidiaries of Holdings for such asset or assets shall be in cash, cash equivalents and readily marketable securities and (iii) except in the case of any Asset Exchange, any non-cash consideration shall consist of debt obligations of the purchaser, provided that the foregoing shall not restrict Holdings or any Subsidiary of Holdings from receiving debt obligations of the purchaser in an aggregate principal amount not in excess of $50,000,000 in connection with any single transaction or series of related transactions.
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Disposition of Collateral and Other Assets. (a) Sell, lease, assign, transfer or otherwise dispose of any asset or assets constituting all or substantially all the Collateral.
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Disposition of Collateral and Other Assets. (a) Except for the sale of Program Receivables as permitted by Section 7.10(c) and by the Receivables Program Documents and any disposition permitted by paragraph (b) below, sell, lease, assign, transfer or otherwise dispose of any asset or assets, in a single transaction or a series of related transactions having a fair market value in excess of $10,000,000, unless (i) fair market value is received for such asset (such fair market value to be determined by the Board of Directors of the Borrower or any applicable Subsidiary of the Borrower in the exercise of its reasonable judgment in the case of any asset or assets with a fair market value in excess of $50,000,000), (ii) if the fair market value of such asset or assets is in excess of $25,000,000, at least 75% of the consideration received by the Borrower and its Subsidiaries for such asset or assets shall be in cash, cash equivalents and readily marketable securities and (iii) any non-cash consideration shall consist of debt obligations of the purchaser, provided that the foregoing shall not restrict either the Borrower or any of its Subsidiaries from receiving debt obligations of the purchaser in an aggregate principal amount not in excess of $50,000,000 in connection with any single transaction or series of related transactions.
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Disposition of Collateral and Other Assets. (a) Except for any transfer or disposition permitted by paragraph (b) below, sell, lease, assign, transfer or otherwise dispose of any asset or assets, in a single transaction or a series of related transactions, having a fair market value in excess of $15,000,000, unless (i) fair market value is received for such asset (such fair market value to be determined by the board of directors of AbitibiBowater or any applicable Subsidiary of AbitibiBowater in the exercise of its reasonable judgment in the case of any asset or assets with a fair market value in excess of $20,000,000), (ii) except in the case of any Asset Exchange, if the fair market value of such asset or assets is in excess of $15,000,000, at least 75% of the consideration received by AbitibiBowater and the Subsidiaries of AbitibiBowater for such asset or assets shall be in cash, cash equivalents and readily marketable securities and (iii) except in the case of any Asset Exchange, any non-cash consideration shall consist of debt obligations of the purchaser, provided that the foregoing shall not restrict AbitibiBowater or any Subsidiary of AbitibiBowater from receiving debt obligations of the purchaser in an aggregate principal amount not in excess of $10,000,000 in connection with any single transaction or series of related transactions.
Sample 1
Disposition of Collateral and Other Assets. (a) Except for the sale of Program Receivables as permitted by Section 7.10(c) and the Receivables Program Documents and except for any disposition permitted by paragraph (b) below, sell, lease, assign, transfer or otherwise dispose of any asset or assets, in a single transaction or a series of related transactions having a fair market value in excess of U.S.$10,000,000, unless (i) fair market value is received for such asset 88 83 (such fair market value to be determined by the Board of Directors of the applicable Borrower or any applicable Subsidiary in the exercise of its reasonable judgment in the case of any asset or assets with a fair market value in excess of U.S.$50,000,000), (ii) at least 75% of the consideration received by the Borrowers and the Subsidiaries in connection therewith shall be in cash, cash equivalents and readily marketable securities and (iii) any non-cash consideration shall consist of debt obligations of the purchaser, provided that the foregoing shall not restrict either Borrower or any Subsidiary from receiving debt obligations of the purchaser in an aggregate principal amount not in excess of U.S.$30,000,000 in connection with any single transaction or series of related transactions.
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Disposition of Collateral and Other Assets. (a) Except for the sale of Program Receivables as permitted by SECTION 7.10(c) and by the Receivables Program Documents and any disposition permitted by PARAGRAPH (b) below, sell, lease, assign, transfer or otherwise dispose of any asset or assets, in a single transaction or a series of related transactions having a fair market value in excess of U.S.$10,000,000, unless (i) fair market value is received for such asset (such fair market value to be determined by the Board of Directors of the applicable Borrower or any applicable Subsidiary in the exercise of its reasonable judgment in the case of any asset or assets with a fair market value in excess of U.S.$50,000,000), (ii) except for the Europa Carton Sale, if the fair market value of such asset or assets is in excess of U.S.$50,000,000, at least 75% of the consideration received by the Borrowers and the Subsidiaries for such asset or assets shall be in cash, cash equivalents and readily marketable securities and (iii) except for the Europa Carton Sale, any non-cash consideration shall consist of debt obligations of the purchaser, PROVIDED that the foregoing shall not restrict either the Borrower or any Subsidiary from receiving debt obligations of the purchaser in an aggregate principal amount not in excess of U.S.$50,000,000 in connection with any single transaction or series of related transactions.
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Disposition of Collateral and Other Assets. (a) ------------------------------------------- Sell, lease, assign, transfer or otherwise dispose of any asset or assets constituting all or substantially all the Collateral, other than in connection with the 1999 Timberlands Sale, the Xxxxxxx Mill Sale and the Monetization Sale.
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Disposition of Collateral and Other Assets. Each Borrower will safeguard and protect all Collateral for Agent's general account and make no disposition thereof whether by sale, lease or otherwise except as permitted pursuant to Section 7.1 and the disposition or transfer of obsolete and worn-out Equipment in the ordinary course of such Borrower's business.
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Related to Disposition of Collateral and Other Assets

  • Disposition of Collateral Such Grantor will not sell, lease or otherwise dispose of the Collateral owned by it except for dispositions specifically permitted pursuant to Section 6.05 of the Credit Agreement.

  • No Disposition of Collateral Secured Party does not authorize, and Debtor agrees not to:

  • Contracts and Other Collateral The Company shall perform all of its obligations under or with respect to each instrument, receivable, contract and other intangible included in the Pledged Property to which the Company is now or hereafter will be party on a timely basis and in the manner therein required, including, without limitation, this Agreement.

  • Management of Collateral Subject to the other terms and conditions of this Agreement, each Priority Secured Creditor shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation Documents with respect to its Priority Collateral, to exercise and enforce all privileges and rights thereunder according to its sole discretion and the exercise of its sole business judgment, including the exclusive right to take or retake control or possession of such Priority Collateral and to hold, prepare for sale, process, Dispose of, or liquidate such Priority Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority Collateral, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding any rights or remedies available to a Junior Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured Creditor shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action.

  • Equipment and Other Tangible Property The Company or one of its Subsidiaries owns and has good title to, and has the legal and beneficial ownership of or a valid leasehold interest in or right to use by license or otherwise, all material machinery, equipment and other tangible property reflected on the books of the Company and its Subsidiaries as owned by the Company or one of its Subsidiaries, free and clear of all Liens other than Permitted Liens. All material personal property and leased personal property assets of the Company and its Subsidiaries are structurally sound and in good operating condition and repair (ordinary wear and tear expected) and are suitable for their present use.

  • Notification to Account Debtors and Other Persons Obligated on Collateral If an Event of Default shall have occurred and be continuing, the Borrower shall, at the request and option of the Operations Agent, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Operations Agent in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to the Operations Agent or to any financial institution designated by the Operations Agent as the Operations Agent’s agent therefor, and the Operations Agent may itself, if a Default or an Event of Default shall have occurred and be continuing, without notice to or demand upon the Borrower, so notify account debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, the Borrower shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Borrower as trustee for the Operations Agent, for the benefit of the Lenders and the Operations Agent, without commingling the same with other funds of the Borrower and shall turn the same over to the Operations Agent in the identical form received, together with any necessary endorsements or assignments. The Operations Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Operations Agent to the Obligations, such proceeds to be immediately credited after final payment in cash or other immediately available funds of the items giving rise to them.

  • Impairment of Collateral Not use any material portion of the Collateral, or permit the same to be used, for any unlawful purpose, in any manner that is reasonably likely to materially adversely impair the value or usefulness of the Collateral, or in any manner inconsistent with the provisions or requirements of any policy of insurance thereon nor affix or install any accessories, equipment, or device on the Collateral or on any component thereof if such addition will materially impair the original intended function or use of the Collateral or such component.

  • Guaranties, Collateral Documents and Other Loan Documents At any time after the execution and delivery thereof (i) any material Loan Guaranty for any reason ceasing to be in full force and effect (other than in accordance with its terms or as a result of the occurrence of the Termination Date) or being declared, by a court of competent jurisdiction, to be null and void or the repudiation in writing by any Loan Party of its obligations thereunder (other than as a result of the discharge of such Loan Party in accordance with the terms thereof and other than solely as a result of acts or omissions by the Administrative Agent or any Lender), (ii) this Agreement or any material Collateral Document ceasing to be in full force and effect (other than solely by reason of (x) the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file UCC (or equivalent) continuation statements, (y) a release of Collateral in accordance with the terms hereof or thereof or (z) the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof) or being declared null and void or (iii) the contesting by any Loan Party of the validity or enforceability of any material provision of any Loan Document (or any Lien purported to be created by the Collateral Documents or Loan Guaranty) in writing or denial by any Loan Party in writing that it has any further liability (other than by reason of the occurrence of the Termination Date), including with respect to future advances by the Lenders, under any Loan Document to which it is a party; it being understood and agreed that the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or file any UCC (or equivalent) continuation statement shall not result in an Event of Default under this clause (k) or any other provision of any Loan Document; or

  • Condition of Collateral Secured Party has no obligation to repair, clean-up or otherwise prepare the Collateral for sale.

  • Remedies; Disposition of the Collateral If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

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