Common use of Mergers, Consolidations or Sales Clause in Contracts

Mergers, Consolidations or Sales. Neither the Loan Party 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 (i) for sales of Inventory in the ordinary course of its business, (ii) for sales or other dispositions of Equipment in the ordinary course of business that are obsolete or no longer useable by Loan Party in its business as permitted by Section 6.11 , (iii) a Subsidiary Guarantor may merge, reorganize or consolidate with or into, or wind-up, liquidate or dissolve in a transaction whereby all of the assets of such Subsidiary Guarantor are transferred to, another Subsidiary Guarantor which is wholly-owned by the Parent Guarantor or the Borrower so long as the Borrower is the continuing or surviving Person, (iv) a Borrower may merge, reorganize or consolidate into another, or transfer all of its assets and liabilities to another, Borrower, (v) a Loan Party may transfer property to make an investment of the type described in clauses (a) through (n) of the definition of Restricted Investment as and to the extent permitted therein or to make Distributions permitted under Section 9.10 below, and (vi) a Loan Party may dispose of property in a bona fide arms' length transaction for cash consideration at fair market value so long as the aggregate amount of consideration for all dispositions from and including the date hereof does not exceed $5,000,000 and on the last day of the quarter immediately preceding the date of any such transfer, and after giving proforma effect to any such transfer, the Parent Guarantor was in compliance by more than 120% of the consolidated Net Worth required under Section 9.25 and by more than 120% of the Fixed Charge Coverage Ratio required under Section 9.26; provided, however, the Parent Guarantor shall give the Agent not less than ten (10) Business Days prior written notice of any such transaction described in clauses (iii) through (vi) above setting forth the terms of and parties to such transaction in reasonable detail, and certifying that it complies with the requirements of this Section, and no such transaction described in clauses (ii) through (vi) above shall be permitted if after giving effect thereto a Material Adverse Effect could reasonably be expected to result therefrom or any other Default or Event of Default has occurred and is continuing or would result therefrom; and provided, further, that, in the case of any such transaction described in clause (iii) or (iv) above, the applicable continuing, surviving or transferee Person (the "Successor") shall deliver not less than ten (10) Business Days prior to the consummation of such transaction an agreement in form and substance satisfactory to the Agent whereby the Successor agrees to assume and be bound by all of the other Person's obligations under this Agreement and all other Loan Documents, an opinion of counsel reasonably satisfactory to the Agent with respect to such agreement, the continued perfection of all Liens granted hereunder and under the other Loan Documents to the Agent in all Collateral which is the subject of such transfer and as to all other matters reasonably requested by the Agent, and such other documents and take such other actions as the Agent or the Majority Lenders may reasonably request. Without limiting the foregoing, the Parent Guarantor shall at all times own, directly or indirectly, 100% of the issued and outstanding Capital Stock of each other Loan Party (other than Fox Athletic LLC or any other Person which is permitted to become a Subsidiary after the date hereof pursuant to Section 9.21), and no Loan Party shall dispose of any interest in any Capital Stock of any other Loan Party held by it.

Mergers, Consolidations or Sales. Neither the Loan Party Parent 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 (i) for sales of Inventory and other assets in the ordinary course of its business, (ii) for sales or other dispositions of Equipment in the ordinary course of business that are obsolete or no longer useable by a Loan Party Party, including the sale of Equipment in its business as connection with the closing of stores otherwise permitted by Section 6.11 hereunder, (iii) a Subsidiary Guarantor may merge, reorganize other sales of assets (other than Inventory or consolidate in connection with or into, or windsale-up, liquidate or dissolve leaseback transactions permitted hereunder) outside the ordinary course of business having an aggregate sales price during the term of this Agreement not in a transaction whereby all excess of the assets of such Subsidiary Guarantor are transferred to, another Subsidiary Guarantor which is wholly-owned by the Parent Guarantor or the Borrower so long as the Borrower is the continuing or surviving Person$6,000,000, (iv) a Borrower may merge, reorganize or consolidate into another, or transfer all sales of its assets and liabilities permitted to another, Borrower, be made under SECTION 9.20 (v) a Loan Party may transfer property provided that the Borrowers shall apply an amount equal to make an investment of the type described in clauses (a) through (n) of the definition of Restricted Investment as and to the extent permitted therein or to make Distributions permitted under Section 9.10 below, and (vi) a Loan Party may dispose of property in a bona fide arms' length transaction for cash consideration at fair market value so long as the aggregate amount of consideration for all dispositions from and including the date hereof does not exceed $5,000,000 and on the last day of the quarter immediately preceding the date of any such transfer, and after giving proforma effect to any such transfer, the Parent Guarantor was in compliance by more than 120100% of the consolidated Net Worth required under Section 9.25 and by more than 120% of the Fixed Charge Coverage Ratio required under Section 9.26; provided, however, the Parent Guarantor shall give the Agent not less than ten (10) Business Days prior written notice Cash Proceeds of any such transaction described in clauses (iii) through (vi) above setting forth the terms of and parties transfer or other disposition pursuant to such transaction in reasonable detail, and certifying that it complies with the requirements of this Section, and no such transaction described in clauses (ii) through (vi) above shall be permitted if after giving effect thereto a Material Adverse Effect could reasonably be expected to result therefrom or any other Default or Event of Default has occurred and is continuing or would result therefrom; and provided, further, that, in the case of any such transaction described in clause (iii) or this clause (iv) aboveto prepay, upon receipt of such Net Cash Proceeds, the applicable continuingObligations in the manner set forth in SECTION 4.5), (v) leases, subleases and license agreements in the ordinary course of business and the sale by HDSC of the Real Estate it owns on the Closing Date; and (vi) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (a) any wholly owned Subsidiary of HDSC may merge into HDSC in a transaction in which HDSC is the surviving or transferee Person (corporation so long as the "Successor") shall deliver not less net worth of the survivor of such merger immediately after such merger is greater than ten (10) Business Days the net worth of HDSC immediately prior to such merger, (b) any wholly owned Subsidiary of HDSC may merge into or consolidate with any other wholly owned Subsidiary of HDSC in a transaction in which the consummation surviving entity is a wholly owned Subsidiary of HDSC, no person other than HDSC or a wholly owned Subsidiary of HDSC received any consideration and if such merger or consolidation involves CRH, CRH is the survivor and as such (and immediately after giving effect thereto) the net worth of CRH as the survivor is greater than the net worth of CRH immediately prior to such merger or consolidation, (c) any Subsidiary of HDSC may be liquidated as long as pursuant to such liquidation all the assets or proceeds therefrom of such transaction an agreement in form and substance satisfactory Subsidiary are transferred to the Agent whereby the Successor agrees to assume and be bound by all of the other Person's obligations under this Agreement and all other Loan Documents, an opinion of counsel reasonably satisfactory to the Agent with respect to such agreement, the continued perfection of all Liens granted hereunder and under the other Loan Documents to the Agent in all Collateral which is the subject of such transfer and as to all other matters reasonably requested by the Agent, and such other documents and take such other actions as the Agent or the Majority Lenders may reasonably request. Without limiting the foregoing, the Parent Guarantor shall at all times own, directly or indirectly, 100% of the issued and outstanding Capital Stock of each other Loan Party (other than Fox Athletic LLC HDSC or any other Person which is permitted to become a wholly owned Subsidiary after the date hereof pursuant to Section 9.21), and no Loan Party shall dispose of any interest in any Capital Stock of any other Loan Party held by itHDSC.

Mergers, Consolidations or Sales. Neither the Loan Party any Borrower 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 (i) a Borrower may be a party to a transaction of merger or consolidation with another Borrower, provided that if the Parent is a party to such transaction, the Parent shall be the surviving entity, (ii) for transfers of property between Borrowers, (iii) a Subsidiary that is not a Borrower may (a) merge or consolidate with or into (x) a Borrower, so long as such Borrower is the surviving entity, or (y) another Subsidiary that is not a Borrower or (b) transfer property to a Borrower or another Subsidiary that is not a Borrower, (iv) for sales of Inventory in the ordinary course of its business, (iiv) for sales or other dispositions of Equipment in the ordinary course of business that are obsolete or no longer useable by Loan Party such Borrower in its business as permitted by Section 6.11 SECTION 6.11, (iiivi) sales of accounts receivable to a Subsidiary Guarantor may mergeFactor under a Factoring Agreement that is subject to an Assignment of Factoring Proceeds, reorganize or consolidate with or into(vii) the sale, or wind-upfor fair market value, liquidate or dissolve in a transaction whereby all of the assets of such Subsidiary Guarantor are transferred to, another Subsidiary Guarantor which is wholly-condominium owned by the Parent Guarantor or the Borrower so long as the Borrower is the continuing or surviving PersonBorrowers in Banner Elk, North Carolina and (ivviii) a Borrower may mergedissolution of a wholly owned Subsidiary that is no longer active and that has no material assets, reorganize or consolidate into another, or transfer all of its assets and liabilities to another, PROVIDED that if such dissolving Subsidiary is a Borrower, (v) a Loan Party may transfer property to make an investment of the type described in clauses (a) through (n) of the definition of Restricted Investment as and to the extent permitted therein or to make Distributions permitted under Section 9.10 below, and (vi) a Loan Party may dispose of property in a bona fide arms' length transaction for cash consideration at fair market value so long as the aggregate amount of consideration for all dispositions from and including the date hereof does not exceed $5,000,000 and on the last day of the quarter immediately preceding the date of any such transfer, and after giving proforma effect to any such transfer, the Parent Guarantor was in compliance by more than 120% of the consolidated Net Worth required under Section 9.25 and by more than 120% of the Fixed Charge Coverage Ratio required under Section 9.26; provided, however, the Parent Guarantor shall give the Agent not less than least ten (10) Business Days prior written notice of any such transaction described in clauses (iii) through (vi) above setting forth the terms of and parties to such transaction in reasonable detail, and certifying that it complies with the requirements of this Section, and no such transaction described in clauses (ii) through (vi) above dissolution shall be permitted if after giving effect thereto a Material Adverse Effect could reasonably be expected to result therefrom or any other Default or Event of Default has occurred and is continuing or would result therefrom; and provided, further, that, in the case of any such transaction described in clause (iii) or (iv) above, the applicable continuing, surviving or transferee Person (the "Successor") shall deliver not less than ten (10) Business Days prior to the consummation of such transaction an agreement in form and substance satisfactory have been given to the Agent whereby and the Successor agrees to assume Lenders, and be bound by all of the other Person's obligations under this Agreement and all other Loan Documents, an opinion of counsel reasonably satisfactory to (b) the Agent shall have consented to such dissolution (such consent not to be unreasonably withheld) and executed appropriate releases with respect to such agreement, the continued perfection of all Liens granted hereunder and Borrower's obligations under the other Loan Documents Documents. The inclusion of proceeds in the definition of Collateral shall not be deemed to the Agent in all Collateral which is the subject of such transfer and as to all other matters reasonably requested by constitute the Agent, and such 's or any Lender's consent to any sale or other documents and take such other actions as the Agent or the Majority Lenders may reasonably request. Without limiting the foregoing, the Parent Guarantor shall at all times own, directly or indirectly, 100% disposition of the issued and outstanding Capital Stock of each other Loan Party (other than Fox Athletic LLC or any other Person which is Collateral except as expressly permitted to become a Subsidiary after the date hereof pursuant to Section 9.21), and no Loan Party shall dispose of any interest in any Capital Stock of any other Loan Party held by itherein.

Mergers, Consolidations or Sales. Neither the Loan Party No Borrower nor any of its their respective 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 for (i) for sales of Inventory and licenses or leases of any Proprietary Rights in the ordinary course of its businessbusiness (provided that no such license or lease shall be on an exclusive basis, if the Proprietary Rights which are the subject thereof are necessary or desirable to enable the Agent to sell, dispose, or complete manufacture of, or otherwise exercise its rights with respect to, any Collateral), (ii) for sales or other dispositions of Equipment in the ordinary course of business that are obsolete or no longer useable used by Loan Party Borrower in its business as permitted by Section 6.11 business, (iii) a Subsidiary Guarantor may merge, reorganize or consolidate with or into, or wind-up, liquidate or dissolve in a transaction whereby all of the assets of such Subsidiary Guarantor are transferred to, another Subsidiary Guarantor which is wholly-owned by the Parent Guarantor or the Borrower so long as the Borrower is the continuing or surviving Person, (iv) a Borrower may merge, reorganize or consolidate into another, or transfer all of its assets and liabilities to another, Borrower, (v) a Loan Party may transfer property to make an investment of the type described in clauses (a) through (n) of the definition of Restricted Investment as and to the extent permitted therein or to make Distributions permitted under Section 9.10 below, and (vi) a Loan Party may dispose of property in a bona fide arms' length transaction for cash consideration at fair market value so long as the aggregate amount of consideration for all dispositions from and including the date hereof does not exceed $5,000,000 and on the last day of the quarter immediately preceding the date of any such transfer, and after giving proforma effect to any such transfer, the Parent Guarantor was in compliance by more than 120% of the consolidated Net Worth required under Section 9.25 and by more than 120% of the Fixed Charge Coverage Ratio required under Section 9.26; provided, however, the Parent Guarantor shall give the Agent not less than ten (10) Business Days prior written notice of any such transaction described in clauses (iii) through (vi) above setting forth the terms of and parties to such transaction in reasonable detail, and certifying that it complies with the requirements of this Section, and no such transaction described in clauses (ii) through (vi) above shall be permitted if after giving effect thereto a Material Adverse Effect could reasonably be expected to result therefrom or any other Default or Event of Default has shall have occurred and is be continuing at the time thereof, Permitted Dispositions, (iv) so long as no Default or would result therefrom; Event of Default shall have occurred and be continuing at the time thereof, sales or other dispositions of Fixed Assets (including Fixed Assets which constitute Collateral) for fair market value, provided, further, that, in the case of (A) Excess Availability shall be greater than $30,000,000 immediately before and after any such transaction described in sale or disposition, and (B) the aggregate amount of all such sales and dispositions after the Closing Date (excluding sales and dispositions permitted under clause (iiiv) or (iv) above, the applicable continuing, surviving or transferee Person (the "Successor"below) shall deliver not less than ten exceed $50,000,000, (10v) Business Days prior to sales or other dispositions of Fixed Assets which do not constitute Collateral by Foreign Subsidiaries for fair market value, (vi) the consummation of such transaction an agreement in form and substance satisfactory to the Agent whereby the Successor agrees to assume and be bound by all sale of the other Person's obligations under this Agreement and all other Loan Documents, an opinion Membership Interests from Xxxxxxx Sealing to Coltec in accordance with the terms of counsel reasonably satisfactory to the Agent with respect to such agreement, the continued perfection of all Liens granted hereunder and under the other Loan Documents to the Agent in all Collateral which is the subject of such transfer and as to all other matters reasonably requested by the AgentCIP/GGB Purchase Agreement, and such other documents the contribution of certain assets from Xxxxxxx Sealing to Garlock Bearing in accordance with the terms of the GGB Contribution Agreement, and take such other actions as (vii) the Agent or contribution of certain membership interests in Stemco from Xxxxxxx Sealing to Stemco Holdings Delaware in accordance with the Majority Lenders may reasonably requestterms of the Stemco Contribution Agreement, and the sale of the assets of Stemco LP (TX) to Stemco LP (DE) in accordance with the terms of the Stemco Purchase Agreement. Without limiting In addition to the foregoing, the Parent Guarantor shall at all times ownany Borrower may merge with any other Borrower, directly any Subsidiary of any Borrower may merge or indirectlyconsolidate with or into any Borrower, 100% and any Subsidiary of the issued and outstanding Capital Stock any Borrower may merge with any Subsidiary of each other Loan Party (other than Fox Athletic LLC such Borrower or any other Borrower so long as (i) the surviving Person which is permitted to become a Subsidiary after the date hereof pursuant to Section 9.21), and no Loan Party shall dispose of any interest in any Capital Stock such merger shall be a Wholly-Owned Subsidiary of the Parent and (ii) in no event whatsoever shall any other Loan Party held by itof Xxxxxxx Sealing, Xxxxxxxx or any Dormant Subsidiary be a party to any such merger or consolidation.

Mergers, Consolidations or Sales. Neither the Loan Party Parent 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 (i) for sales of Inventory in the ordinary course of its business, business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing: (a) sales for sales fair consideration of assets (other than Inventory or other dispositions of Equipment Real Estate) in the ordinary course of business that are constitute (1) worn out or obsolete personal property of such Credit Party or any Subsidiary thereof or (2) properties of any Credit Party or any Subsidiary thereof no longer useable by Loan Party in its business as permitted by Section 6.11 necessary for the proper conduct of their respective businesses, (iii) having a Subsidiary Guarantor may merge, reorganize or consolidate with or into, or wind-up, liquidate or dissolve in a transaction whereby all of the assets of such Subsidiary Guarantor are transferred to, another Subsidiary Guarantor which is wholly-owned by the Parent Guarantor or the Borrower so long as the Borrower is the continuing or surviving Person, (iv) a Borrower may merge, reorganize or consolidate into another, or transfer all of its assets and liabilities to another, Borrower, (v) a Loan Party may transfer property to make an investment of the type described in clauses (a) through (n) of the definition of Restricted Investment as and to the extent permitted therein or to make Distributions permitted under Section 9.10 below, and (vi) a Loan Party may dispose of property in a bona fide arms' length transaction for cash consideration at fair market value so long as the aggregate amount of consideration for all dispositions from and including the date hereof does not exceed $5,000,000 and on the last day of the quarter immediately preceding the date of any such transfer, and after giving proforma effect to any such transfer, the Parent Guarantor was in compliance by more than 120% of the consolidated Net Worth required under Section 9.25 and by more than 120% of the Fixed Charge Coverage Ratio required under Section 9.26; provided, however, the Parent Guarantor shall give the Agent not less than ten (10) Business Days prior written notice of any such transaction described in clauses (iii) through (vi) above setting forth the terms of and parties to such transaction in reasonable detail, and certifying that it complies with the requirements of this Section, and no such transaction described in clauses (ii) through (vi) above shall be permitted if after giving effect thereto a Material Adverse Effect could reasonably be expected to result therefrom or any other Default or Event of Default has occurred and is continuing or would result therefrom; and provided, further, that, in the case of (1) and (2) taken together, together with the value of all other such property of the Credit Parties and their respective Subsidiaries so sold in the same Fiscal Year, of not greater than $5,000,000; (b) sales for fair consideration of properties (other than Facilities that are distribution centers and other than Inventory held for sale outside the ordinary course of business) owned or leased by any such transaction described in Credit Party or any Subsidiary thereof; provided, that the aggregate value (based on the greater of cost and fair market value) of all properties permitted to be sold pursuant to this clause (iii) or (iv) above, the applicable continuing, surviving or transferee Person (the "Successor"b) shall deliver not less than ten exceed, together with assets sold under clause (10c) Business Days prior to below, $20,000,000 during the consummation term of such transaction an agreement this Agreement; (c) sales of assets set forth in form and substance satisfactory to Schedule 9.9; (d) the Agent whereby the Successor agrees to assume and be bound by all merger of the other Person's obligations under this Agreement and all other Loan Documents, an opinion a wholly-owned Subsidiary of counsel reasonably satisfactory to the Agent with respect to such agreement, the continued perfection of all Liens granted hereunder and under the other Loan Documents to the Agent in all Collateral which is the subject of such transfer and as to all other matters reasonably requested by the Agent, and such other documents and take such other actions as the Agent or the Majority Lenders may reasonably request. Without limiting the foregoing, the Parent Guarantor shall at all times own, directly or indirectly, 100% of the issued and outstanding Capital Stock of each other Loan any Credit Party (other than Fox Athletic LLC any Subsidiary that is a Borrower) with such Credit Party (so long as such Credit Party is the sole survivor of such merger) or with another wholly-owned Subsidiary of such Credit Party (other than any Subsidiary that is a Borrower); and (e) the Parent may make a capital contribution of all of the capital stock of a Borrower to another wholly-owned Subsidiary of the Parent (and in connection therewith, the Parent shall execute and deliver to the Administrative Agent such amendments, updated schedules, stock certificates and other Person which is permitted to become a Subsidiary after documents as the date hereof pursuant to Section 9.21Administrative Agent shall reasonably request in connection therewith), ; and no Loan Party shall dispose of any interest in any Capital Stock of any other Loan Party held by it(f) the Permitted Transfers.

Mergers, Consolidations or Sales. Neither the Loan Party 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 (i) for sales of Inventory in the ordinary course of its business, (ii) for sales or other dispositions of Equipment in the ordinary course of business that are obsolete or no longer useable by Loan Party in its business as permitted by Section 6.11 SECTION 6.11, (iii) a Subsidiary Guarantor of Parent Guarantor, or Fox Athletic LLC, may merge, reorganize or consolidate with or into, or wind-up, liquidate or dissolve in a transaction whereby all of the assets of such Subsidiary Guarantor Subsidiary, or Fox Athletic LLC, are transferred to, another Subsidiary Guarantor which is wholly-owned by the Parent Guarantor or the Borrower so long as the Borrower is the continuing or surviving Person, (iv) a Borrower may merge, reorganize or consolidate into another, or transfer all of its assets and liabilities to another, Borrower, (v) a Loan Party may transfer property to make an investment of the type described in clauses (a) through (np) of the definition of Restricted Investment as and to the extent permitted therein or to make Distributions permitted under Section SECTION 9.10 below, and (vi) a Loan Party may dispose of property in a bona fide arms' length transaction for cash consideration at fair market value so long as the aggregate amount of consideration for all dispositions from and including the date hereof does not exceed $5,000,000 and on the last day of the quarter immediately preceding the date of any such transfer, and after giving proforma effect to any such transfer, the Parent Guarantor was in compliance by more than 120% of the consolidated Net Worth required under Section SECTION 9.25 and by more than 120% of the Fixed Charge Coverage Ratio required under Section SECTION 9.26; provided, howeverHOWEVER, the Parent Guarantor shall give the Agent not less than ten (10) Business Days prior written notice of any such transaction described in clauses (iii) through (vi) above setting forth the terms of and parties to such transaction in reasonable detail, and certifying that it complies with the requirements of this Section, and no such transaction described in clauses (ii) through (vi) above shall be permitted if after giving effect thereto a Material Adverse Effect could reasonably be expected to result therefrom or any other Default or Event of Default has occurred and is continuing or would result therefrom; and providedPROVIDED, furtherFURTHER, that, in the case of any such transaction described in clause (iii) or (iv) above, the applicable continuing, surviving or transferee Person (the "Successor") shall deliver not less than ten (10) Business Days prior to the consummation of such transaction an agreement in form and substance satisfactory to the Agent whereby the Successor agrees to assume and be bound by all of the other Person's obligations under this Agreement and all other Loan Documents, an opinion of counsel reasonably satisfactory to the Agent with respect to such agreement, the continued perfection of all Liens granted hereunder and under the other Loan Documents to the Agent in all Collateral which is the subject of such transfer and as to all other matters reasonably requested by the Agent, and such other documents and take such other actions as the Agent or the Majority Lenders may reasonably request. Without limiting the foregoing, the Parent Guarantor shall at all times own, directly or indirectly, 100% of the issued and outstanding Capital Stock of each other Loan Party (other than Fox Athletic LLC or any other Person which is permitted to become a Subsidiary after the date hereof pursuant to Section 9.21)Party, and no Loan Party shall dispose of any interest in any Capital Stock of any other Loan Party held by it.

Mergers, Consolidations or Sales. Neither the Loan Party No Borrower nor any of its their respective 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 for (i) for sales of Inventory and licenses or leases of any Proprietary Rights in the ordinary course of its businessbusiness (provided that no such license or lease shall be on an exclusive basis, if the Proprietary Rights which are the subject thereof are necessary or desirable to enable the Agent to sell, dispose, or complete manufacture of, or otherwise exercise its rights with respect to, any Collateral), (ii) for sales or other dispositions of Equipment in the ordinary course of business that are obsolete or no longer useable used by Loan Party Borrower in its business as permitted by Section 6.11 business, (iii) a Subsidiary Guarantor may merge, reorganize or consolidate with or into, or wind-up, liquidate or dissolve in a transaction whereby all of the assets of such Subsidiary Guarantor are transferred to, another Subsidiary Guarantor which is wholly-owned by the Parent Guarantor or the Borrower so long as the Borrower is the continuing or surviving Person, (iv) a Borrower may merge, reorganize or consolidate into another, or transfer all of its assets and liabilities to another, Borrower, (v) a Loan Party may transfer property to make an investment of the type described in clauses (a) through (n) of the definition of Restricted Investment as and to the extent permitted therein or to make Distributions permitted under Section 9.10 below, and (vi) a Loan Party may dispose of property in a bona fide arms' length transaction for cash consideration at fair market value so long as the aggregate amount of consideration for all dispositions from and including the date hereof does not exceed $5,000,000 and on the last day of the quarter immediately preceding the date of any such transfer, and after giving proforma effect to any such transfer, the Parent Guarantor was in compliance by more than 120% of the consolidated Net Worth required under Section 9.25 and by more than 120% of the Fixed Charge Coverage Ratio required under Section 9.26; provided, however, the Parent Guarantor shall give the Agent not less than ten (10) Business Days prior written notice of any such transaction described in clauses (iii) through (vi) above setting forth the terms of and parties to such transaction in reasonable detail, and certifying that it complies with the requirements of this Section, and no such transaction described in clauses (ii) through (vi) above shall be permitted if after giving effect thereto a Material Adverse Effect could reasonably be expected to result therefrom or any other Default or Event of Default has shall have occurred and is be continuing at the time thereof, Permitted Dispositions, (iv) so long as no Default or would result therefrom; Event of Default shall have occurred and be continuing at the time thereof, sales or other dispositions of Fixed Assets (including Fixed Assets which constitute Collateral) for fair market value, provided, further, that, in the case of (A) Excess Availability shall be greater than $30,000,000 immediately before and after any such transaction described in sale or disposition, and (B) the aggregate amount of all such sales and dispositions after the Closing Date (excluding sales and dispositions permitted under clause (iiiv) or (iv) above, the applicable continuing, surviving or transferee Person (the "Successor"below) shall deliver not less than ten (10) Business Days prior to the consummation of such transaction an agreement in form and substance satisfactory to the Agent whereby the Successor agrees to assume and be bound by all of the other Person's obligations under this Agreement and all other Loan Documents, an opinion of counsel reasonably satisfactory to the Agent with respect to such agreement, the continued perfection of all Liens granted hereunder and under the other Loan Documents to the Agent in all Collateral which is the subject of such transfer and as to all other matters reasonably requested by the Agentexceed $50,000,000, and such (v) sales or other documents and take such other actions as the Agent or the Majority Lenders may reasonably requestdispositions of Fixed Assets which do not constitute Collateral by Foreign Subsidiaries for fair market value. Without limiting In addition to the foregoing, the Parent Guarantor shall at all times ownany Borrower may merge with any other Borrower, directly any Subsidiary of any Borrower may merge or indirectlyconsolidate with or into any Borrower, 100% and any Subsidiary of the issued and outstanding Capital Stock any Borrower may merge with any Subsidiary of each other Loan Party (other than Fox Athletic LLC such Borrower or any other Borrower so long as (i) the surviving Person which is permitted to become a Subsidiary after the date hereof pursuant to Section 9.21), and no Loan Party shall dispose of any interest in any Capital Stock such merger shall be a Wholly-Owned Subsidiary of the Parent and (ii) in no event whatsoever shall any other Loan Party held by itof Gxxxxxx Sealing, Gxxxxxxx or any Dormant Subsidiary be a party to any such merger or consolidation.