Common use of Sale of Assets Clause in Contracts

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 12 contracts

Samples: Revolving Credit Agreement (Rollins Inc), Revolving Credit Agreement (JTH Holding, Inc.), Revolving Credit Agreement (Rollins Inc)

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Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, of any of its assets, business or propertyproperty or, in the case of any Subsidiary (other than an Immaterial Subsidiary), any shares of such Subsidiary’s Capital Stock, in each case whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a any wholly owned Subsidiary Loan Party of the Borrower (or to qualify directors if required by applicable law), except:

Appears in 8 contracts

Samples: Credit Agreement (Pennant Group, Inc.), Credit Agreement (Pennant Group, Inc.), Credit Agreement (Ensign Group, Inc)

Sale of Assets. The Borrower will not, and will shall not nor shall it permit any Subsidiary of its Subsidiaries the Borrower to, sell, convey, selltransfer, lease, assign, transfer lease or otherwise dispose of, any of its their respective assets or any interest therein (including the sale or factoring at maturity or collection of any accounts) to any Person or permit or suffer any other Person to acquire any interest in any of their respective assets, business or property, whether now owned or hereafter acquired, or, in nor shall the case Borrower permit any of any Subsidiary, its Subsidiaries to issue or sell any shares of their Stock or any Stock Equivalents (any such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable lawdisposition being an “Asset Sale”), exceptexcept for the following:

Appears in 7 contracts

Samples: Credit Agreement (Knology Inc), Credit Agreement (Knology Inc), Credit Agreement (Knology Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, of any of its assets, business or property, whether now owned or hereafter acquired, property or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock, in each case whether now owned or hereafter acquired, to any Person other than the Borrower or a any wholly owned Subsidiary Loan Party (or to qualify directors if required by applicable law)of the Borrower, except:

Appears in 6 contracts

Samples: Term Loan Agreement (Sila Realty Trust, Inc.), Revolving Credit Agreement (Sila Realty Trust, Inc.), Term Loan Agreement (Sila Realty Trust, Inc.)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 6 contracts

Samples: Pledge Agreement (Maximus Inc), Revolving Credit and Term Loan Agreement (JTH Holding, Inc.), Revolving Credit and Term Loan Agreement (Exactech Inc)

Sale of Assets. (a) The Borrower will not, and will not permit any of its Consolidated Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, of any of its assetsproperty, business or propertyassets (including leasehold interests), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 6 contracts

Samples: Loan Agreement (Unisource Energy Corp), Letter of Credit and Reimbursement Agreement (Unisource Energy Corp), Credit Agreement (Tucson Electric Power Co)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, leasetransfer, assign, transfer lease or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiaryasset, issue or sell including any shares of such Subsidiary’s common stock to any Person Equity Interest owned by it, other than to the Borrower or a another Subsidiary Loan Party (or to qualify directors if required by applicable law)in compliance with Section 6.03, except:

Appears in 5 contracts

Samples: Credit Agreement (Kimball Electronics, Inc.), Credit Agreement (Kimball Electronics, Inc.), Assignment and Assumption (Kimball International Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any SubsidiaryRestricted Subsidiary of the Borrower, issue or sell any shares of such Restricted Subsidiary’s common stock Equity Interests to any Person other than the Borrower or a any wholly-owned Subsidiary Loan Party of the Borrower (or to qualify directors if required by applicable lawApplicable Law), except:

Appears in 5 contracts

Samples: Credit Agreement (E.W. SCRIPPS Co), Credit Agreement (E.W. SCRIPPS Co), Credit Agreement (E.W. SCRIPPS Co)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries Material Subsidiary to, convey, sell, leasetransfer, assign, transfer lease or otherwise dispose of, convey all or any substantial part of its assets, business or property, whether now owned or hereafter acquired, or, assets other than in the case ordinary course of any Subsidiary, issue business and except for sales or sell any shares of such Subsidiary’s common stock other transfers by a wholly-owned Subsidiary to any Person other than the Borrower or a another wholly-owned Subsidiary Loan Party (or to qualify directors if required by applicable law), except:of the Borrower.

Appears in 5 contracts

Samples: Credit Agreement (Dain Rauscher Corp), Credit Agreement (Dain Rauscher Corp), Credit Agreement (Interra Financial Inc)

Sale of Assets. (a) The Borrower will not, and will not permit any of its Consolidated Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, or enter into any Sale Leaseback with respect to, any of its assetsproperty, business or propertyassets (including leasehold interests), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 5 contracts

Samples: Credit Agreement (Tucson Electric Power Co), Credit Agreement (Tucson Electric Power Co), Credit Agreement (Tucson Electric Power Co)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or any wholly owned Subsidiary of the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 5 contracts

Samples: Revolving Credit Agreement (Ruby Tuesday Inc), Revolving Credit Agreement (Ruby Tuesday Inc), Subsidiary Guaranty Agreement (Ruby Tuesday Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, of any of its assets, business or property, whether now owned or hereafter acquired, property or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock, in each case whether now owned or hereafter acquired, to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 5 contracts

Samples: Guaranty and Security Agreement (RadNet, Inc.), Guaranty and Security Agreement (RadNet, Inc.), Credit Agreement (BioScrip, Inc.)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law) (each, a “Disposition”), except:

Appears in 5 contracts

Samples: Revolving Credit and Term Loan Agreement (Strategic Education, Inc.), Revolving Credit and Term Loan Agreement (Strayer Education Inc), Revolving Credit and Term Loan Agreement (Strayer Education Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s 's common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 4 contracts

Samples: Credit Agreement (Harland John H Co), Revolving Credit Agreement (Harland John H Co), Revolving Credit Agreement (Priority Healthcare Corp)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, conveyexcept as permitted under this Section 7.4, sell, assign, lease, assign, transfer or otherwise dispose of, of (whether in one transaction or in a series of transactions) all or any part of its assets, business or property, Property (whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:; provided that

Appears in 4 contracts

Samples: Credit Agreement (Panhandle Eastern Pipe Line Co Lp), Credit Agreement (Southern Union Co), Credit Agreement (Southern Union Co)

Sale of Assets. The Borrower Borrowers will not, and will not permit any of its their Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, of any of its assets, business or property, whether now owned or hereafter acquired, property or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock, in each case whether now owned or hereafter acquired, to any Person other than the any Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 4 contracts

Samples: Revolving Credit and Term Loan Agreement (Fox Factory Holding Corp), Credit and Term Loan Agreement (Fox Factory Holding Corp), Revolving Credit Agreement (Fox Factory Holding Corp)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to to, any Person other than the Borrower or a any wholly-owned Subsidiary Loan Party of the Borrower (or to qualify directors if required by applicable law), except:

Appears in 4 contracts

Samples: Credit Agreement (Patriot Transportation Holding, Inc.), Credit Agreement (FRP Holdings, Inc.), Credit Agreement (Patriot Transportation Holding, Inc.)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, of any of its assets, business or property, whether now owned or hereafter acquired, property or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock, in each case whether now owned or hereafter acquired, to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 4 contracts

Samples: Credit Agreement (Apollo Medical Holdings, Inc.), Credit Agreement (Apollo Medical Holdings, Inc.), Credit Agreement (Apollo Medical Holdings, Inc.)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 4 contracts

Samples: Credit Agreement (Atlantic Alliance Partnership Corp.), Credit Agreement, Revolving Credit and Term Loan Agreement (Easylink Services International Corp)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, conveyexcept as permitted under this Section 7.4, sell, assign, lease, assign, transfer or otherwise dispose of, of (whether in one transaction or in a series of transactions) all or any part of its assets, business or property, Property (whether now owned or hereafter acquired); provided, orhowever, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:that

Appears in 4 contracts

Samples: Credit Agreement (Panhandle Eastern Pipe Line Co Lp), Credit Agreement (Southern Union Co), Credit Agreement (Southern Union Co)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of the Borrower, issue or sell any shares of such Subsidiary’s common stock Equity Interests to any Person other than the Borrower or a any wholly-owned Subsidiary Loan Party of the Borrower (or to qualify directors if required by applicable law), except:

Appears in 3 contracts

Samples: And Term Loan Agreement (E.W. SCRIPPS Co), And Term Loan Agreement (Scripps E W Co /De), Revolving Credit and Term Loan Agreement (Scripps E W Co /De)

Sale of Assets. The Holdings and the Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s 's common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 3 contracts

Samples: Revolving Credit Agreement (Swift Transportation Co Inc), Revolving Credit Agreement (Swift Transportation Co Inc), Revolving Credit Agreement (Swift Transportation Co Inc)

Sale of Assets. The Parent and the Borrower will not, and will not permit any of its their respective Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, of any of its their assets, business or property, whether now owned or hereafter acquired, property or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock, in each case whether now owned or hereafter acquired, to any Person other than Parent, the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 3 contracts

Samples: Credit Agreement (LendingTree, Inc.), Credit Agreement (LendingTree, Inc.), Credit Agreement (LendingTree, Inc.)

Sale of Assets. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, of any of its assets, business or propertyproperty or, in the case of any Restricted Subsidiary, any shares of such Restricted Subsidiary’s Capital Stock (each a “Disposition”), in each case whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law)Restricted Subsidiary, except:

Appears in 3 contracts

Samples: Guaranty and Security Agreement, Guaranty and Security Agreement (Landmark Infrastructure Partners LP), Credit Agreement (Landmark Infrastructure Partners LP)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s 's common stock to to, any Person other than the Borrower or a any wholly-owned Subsidiary Loan Party of the Borrower (or to qualify directors if required by applicable law), except:

Appears in 3 contracts

Samples: Credit Agreement (Patriot Transportation Holding Inc), Revolving Credit Agreement (Patriot Transportation Holding Inc), Revolving Credit Agreement (Patriot Transportation Holding Inc)

Sale of Assets. The Holdings and the Borrower will not, and will not permit any of its their respective Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, of any of its assets, business or property, whether now owned or hereafter acquired, property or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock, in each case whether now owned or hereafter acquired, to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 3 contracts

Samples: Term Loan Agreement (Root, Inc.), Term Loan Agreement (Root Stockholdings, Inc.), Term Loan Agreement (Root, Inc.)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s 's common stock to any Person other than the Borrower or a any wholly-owned Subsidiary Loan Party of the Borrower (or to qualify directors if required by applicable law), except:

Appears in 2 contracts

Samples: Term Loan and Security Agreement (Cascade Corp), Revolving Credit Agreement (Haverty Furniture Companies Inc)

Sale of Assets. The Borrower Borrowers will not, and will not permit any of its their Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock to any Person other than the Borrower Borrowers or a any wholly-owned Subsidiary Loan Party of the Borrowers (or to qualify directors if required by applicable law) (each, a “Disposition”), except:

Appears in 2 contracts

Samples: Credit Agreement (Fortegra Financial Corp), Credit Agreement (Fortegra Financial Corp)

Sale of Assets. The Borrower Borrowers will not, and will not permit any of its their Restricted Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock to any Person other than the Borrower Borrowers or a any wholly-owned Subsidiary Loan Party of the Borrowers (or to qualify directors if required by applicable law), except:

Appears in 2 contracts

Samples: Revolving Credit Agreement (Fortegra Financial Corp), Revolving Credit Agreement (Fortegra Financial Corp)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s 's common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 2 contracts

Samples: Revolving Credit Agreement (Haverty Furniture Companies Inc), Revolving Credit Agreement (Panera Bread Co)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquiredacquired or issue, or, in the case of any Subsidiary, issue sell or sell otherwise transfer any shares of such a Subsidiary’s common stock 's Capital Stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 2 contracts

Samples: Credit and Term Loan Agreement (Fpic Insurance Group Inc), Revolving Credit Agreement (Sykes Enterprises Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, sell, convey, selltransfer, lease, assign, transfer lease or otherwise dispose of, any of its assetsassets or any interest therein (including the sale or factoring at maturity or collection of any accounts) to any Person, business or property, whether now owned permit or hereafter acquired, suffer any other Person to acquire any interest in any of its assets or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to 's Stock or Stock Equivalent (any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable lawsuch disposition being an "Asset Sale"), exceptexcept for the following:

Appears in 2 contracts

Samples: Credit Agreement (Technical Olympic Usa Inc), Credit Agreement (Technical Olympic Usa Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a any other Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 2 contracts

Samples: Revolving Credit Agreement (Landamerica Financial Group Inc), Revolving Credit Agreement (Landamerica Financial Group Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose ofof to any Person other than Borrower or a Wholly Owned Subsidiary, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s 's common stock to any Person other than the Borrower or a Wholly Owned Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 2 contracts

Samples: Revolving Credit Agreement (Amsurg Corp), Revolving Credit Agreement (Amsurg Corp)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock 's Capital Stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 2 contracts

Samples: Credit Agreement (Issuer Direct Corp), Revolving Credit Agreement (Hughes Supply Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s 's common stock to any Person other than the Borrower or a any Subsidiary Loan Party (or to qualify directors if required by applicable law)of the Borrower, except:

Appears in 2 contracts

Samples: Revolving Credit Agreement (American Healthways Inc), Revolving Credit Agreement (American Healthways Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or propertyProperty, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 2 contracts

Samples: Revolving Credit Agreement (International Speedway Corp), Revolving Credit Agreement (International Speedway Corp)

Sale of Assets. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law)Party, except:

Appears in 2 contracts

Samples: Subsidiary Guaranty Agreement (Newmarket Corp), Revolving Credit Agreement (Newmarket Corp)

Sale of Assets. The Borrower will not, and will not permit any of its Consolidated Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Consolidated Subsidiary, issue or sell any shares of such Consolidated Subsidiary’s common stock to any Person other than the Borrower or a any Wholly-Owned Subsidiary Loan Party of the Borrower (or to qualify directors if required by applicable law), except:

Appears in 2 contracts

Samples: Revolving Credit Agreement (Certegy Inc), Term Loan Agreement (Fidelity National Information Services, Inc.)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries (other than Carrier Enterprise) to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any such Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 2 contracts

Samples: Revolving Credit Agreement (Watsco Inc), Revolving Credit Agreement (Watsco Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, Dispose (including by way of division) of any of its assets, business or property, whether now owned or hereafter acquired, property or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock, in each case whether now owned or hereafter acquired, to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 2 contracts

Samples: Credit Agreement (Fox Factory Holding Corp), Credit Agreement (Fox Factory Holding Corp)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock stock, to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law)Party, except:

Appears in 2 contracts

Samples: Revolving Credit and Term Loan Agreement (Healthways, Inc), Revolving Credit and Term Loan Agreement (Healthways, Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, sell, convey, selltransfer, lease, assign, transfer lease or otherwise dispose of, any of its assets, business assets or property, whether now owned any interest therein (including the sale or hereafter acquired, or, in the case factoring at maturity or collection of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock accounts) to any Person, or permit or suffer any other Person other than the Borrower or a Subsidiary Loan Party to acquire any interest in any of its assets (or to qualify directors if required by applicable lawany such disposition being an "Asset Sale"), except:

Appears in 2 contracts

Samples: Revolving Credit Agreement (Union Carbide Corp /New/), Revolving Credit Agreement (Union Carbide Corp /New/)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, of any of its assets, business or property, whether now owned or hereafter acquired, property or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Equity Interests, in each case whether now owned or hereafter acquired, to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 2 contracts

Samples: First Lien Credit Agreement (Magnum Hunter Resources Corp), Second Lien Credit Agreement (Magnum Hunter Resources Corp)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock 's Capital Stock, to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law)Party, except:

Appears in 2 contracts

Samples: Credit and Term Loan Agreement (Tivity Health, Inc.), Credit and Term Loan Agreement (Healthways, Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Equity Interests to any Person other than the Borrower or a Subsidiary Loan Party Guarantor (or to qualify directors if required by applicable law), except:

Appears in 2 contracts

Samples: Revolving Credit and Term Loan Agreement (Catalyst Health Solutions, Inc.), Credit and Term Loan Agreement (Catalyst Health Solutions, Inc.)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), exceptexcept as permitted in Section 7.3 and except for the following:

Appears in 2 contracts

Samples: Revolving Credit and Term Loan Agreement (Mapics Inc), Revolving Credit and Term Loan Agreement (Mapics Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s 's common stock to any Person other than the Borrower or any wholly-owned Subsidiary of the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 2 contracts

Samples: Revolving Credit Loan Agreement (Lone Star Steakhouse & Saloon Inc), Revolving Credit Loan Agreement (Lone Star Steakhouse & Saloon Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, of any of its assets, business or property, whether now owned or hereafter acquired, property or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock, in each case whether now owned or hereafter acquired, to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify qualified directors if required by applicable law), except:

Appears in 2 contracts

Samples: Subsidiary Guaranty Agreement (Healthstream Inc), Revolving Credit Agreement (Healthstream Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, convey, sell, leasetransfer, assign, transfer lease or otherwise dispose of, convey all or any substantial part of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), exceptassets except for:

Appears in 2 contracts

Samples: Credit Agreement (Norstan Inc), Credit Agreement (Norstan Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquiredacquired (each, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law“Disposition”), except:

Appears in 2 contracts

Samples: Revolving Credit and Term Loan Agreement (Strategic Education, Inc.), Revolving Credit and Term Loan Agreement (Strategic Education, Inc.)

Sale of Assets. The Borrower will not, and will not permit any --------------- of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s 's common stock to any Person other than the Borrower or a any wholly-owned Subsidiary Loan Party of the Borrower (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Guaranty Agreement (Dollar General Corp)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, convey, sell, leasetransfer, assign, transfer lease or otherwise dispose of, convey all or any substantial part of its assets, business or property, whether now owned or hereafter acquired, or, assets except for sales and leases of inventory in the case ordinary course of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than business and except the Borrower may sell up obsolete or a Subsidiary Loan Party (or unused Equipment in aggregate amount not to qualify directors if required by applicable law), except:exceed $50,000.

Appears in 1 contract

Samples: Credit Agreement (Industrial Rubber Products Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, (including by way of division) of any of its assets, business or property, whether now owned or hereafter acquired, property or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock, in each case whether now owned or hereafter acquired, to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Credit Agreement (Fox Factory Holding Corp)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, of any of its assets, business or property, whether now owned or hereafter acquired, property or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock, in each case whether now owned or hereafter acquired, to any Person other than the Borrower or a any wholly owned Subsidiary Loan Party of the Borrower (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Ensign Group, Inc)

Sale of Assets. (i) The Borrower will not, and will not permit any of its Consolidated Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, or enter into any Sale Leaseback with respect to, any of its assetsproperty, business or propertyassets (including leasehold interests), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Credit Agreement (Tucson Electric Power Co)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or propertyProperty, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:except the following (each a “Permitted Asset Sale”):

Appears in 1 contract

Samples: Revolving Credit Agreement (International Speedway Corp)

Sale of Assets. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, of any of its assets, business or propertyproperty or, in the case of any Restricted Subsidiary, any shares of such Restricted Subsidiary’s Capital Stock, in each case whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Amneal Pharmaceuticals, Inc.)

Sale of Assets. The No Borrower will notwill, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer make or otherwise dispose of, consummate any of its assets, business or property, whether now owned or hereafter acquiredAsset Disposition, or, in the case of any Subsidiary, issue or sell any shares Equity Interests of such Subsidiary’s common stock Subsidiary to any Person other than the to a Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Revolving Credit Agreement (Danimer Scientific, Inc.)

Sale of Assets. The Borrower will not, and will not permit any of its consolidated Subsidiaries or any Loan Party to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law)Borrower, except:

Appears in 1 contract

Samples: Credit Agreement (United Surgical Partners International Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Material Subsidiaries to, conveyengage in any Asset Sale, sell, lease, assign, transfer except (i) the sale of Accounts and certain related property pursuant to the Receivables Purchase Facility to the extent permitted under the Intercreditor Agreement or otherwise dispose of, (ii) any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:Asset Sale permitted under

Appears in 1 contract

Samples: Subordinated Credit Agreement (National Steel Corp)

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Sale of Assets. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, of any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock, in each case whether now owned or hereafter acquired, to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Credit Agreement (Perion Network Ltd.)

Sale of Assets. The Each Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, of any of its assets, business or property, whether now owned or hereafter acquired, property or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock, in each case whether now owned or hereafter acquired, to any Person other than the any Borrower or a Subsidiary any other Loan Party (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Revolving Credit Agreement (Cowen Group, Inc.)

Sale of Assets. The Holdings and the Borrower will shall not, and will shall not permit any of its their respective Subsidiaries to, directly or indirectly, convey, sell, lease, assign, transfer or otherwise dispose of, of any of its assets, business or property, whether now owned or hereafter acquired, property or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock, in each case, whether now owned or hereafter acquired, to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Term Loan Agreement (Root, Inc.)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law)Domestic Subsidiary, except:

Appears in 1 contract

Samples: Revolving Credit Loan Agreement (American Healthways Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, of any of its assets, business or property, whether now owned or hereafter acquired, property or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower Equity Interests, in each case whether now owned or a Subsidiary Loan Party (or to qualify directors if required by applicable law)hereafter acquired, except:

Appears in 1 contract

Samples: Credit Agreement (Patriot National, Inc.)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s 's common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law)of the Borrower, except:

Appears in 1 contract

Samples: Credit and Term Loan Agreement (American Healthways Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, convey, sell, lease, assign, transfer or otherwise dispose of, any of all or a substantial part of its assets, business assets (whether in one transaction or property, whether now owned or hereafter acquired, or, in the case a series of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock transactions) to any other Person other than in the Borrower ordinary course of business (but not including the sale of SATC stock or a Subsidiary Loan Party (or to qualify directors if required by applicable lawassets), except:.

Appears in 1 contract

Samples: Term Credit Agreement (Sa Telecommunications Inc /De/)

Sale of Assets. The Borrower will not, and nor will not it permit any of its Subsidiaries to, convey, sellin one or any series of transactions, lease, assign, transfer sell or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, orProperty which, in the case aggregate, constitutes a Substantial Portion of the Property of Borrower or any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than Person, except for (a) sales of Property in the ordinary course of business and (b) leases, sales or other dispositions of its Property to a Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:of Borrower.

Appears in 1 contract

Samples: Credit Agreement (Cincinnati Financial Corp)

Sale of Assets. The Borrower will not, and will not permit any member of its Subsidiaries the Group to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock 's shares to any Person person other than the Borrower or a Precision US or any wholly-owned Subsidiary Loan Party of the Borrower (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Term Loan Agreement (Cascade Corp)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a any wholly-owned Subsidiary Loan Party of the Borrower (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Contribution Agreement (Dollar General Corp)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its respective assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common 's capital stock to any Person other than the Borrower or a any Wholly-Owned Subsidiary Loan Party of the Borrower (or to qualify directors if required by applicable law) (each of the foregoing, an "Asset Disposition"), except:

Appears in 1 contract

Samples: Canadian Revolving Credit Agreement (Ems Technologies Inc)

Sale of Assets. The Borrower will not, and will -------------- not permit any of its Consolidated Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Consolidated Subsidiary, issue or sell any shares of such Consolidated Subsidiary’s 's common stock to any Person other than the Borrower or a any Wholly-Owned Subsidiary Loan Party of the Borrower (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Credit Agreement (Certegy Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law)of the Borrower, except:

Appears in 1 contract

Samples: Revolving Credit Loan Agreement (American Healthways Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of(collectively, a “Disposition”) of any of its assets, business or property, whether now owned or hereafter acquired, property or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock, in each case whether now owned or hereafter acquired, to any Person other than to the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Credit Agreement (Skyward Specialty Insurance Group, Inc.)

Sale of Assets. The Borrower will shall not, and will shall not permit allow any of its Restricted Subsidiaries to, convey, sell, sell lease, assign, transfer or otherwise dispose ofof (each of the foregoing, a “Disposition”), any of its assetsBorrowing Base Properties or Equity Interests in Restricted Subsidiaries owning Borrowing Base Properties and related assets constituting Oil and Gas Properties, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), exceptexcept that:

Appears in 1 contract

Samples: Credit Agreement (Kimbell Royalty Partners, LP)

Sale of Assets. The Borrower will not, and nor will not it permit any of its Subsidiaries Subsidiary to, convey, sell, lease, assigntransfer, transfer assign or otherwise dispose ofof (including, for the avoidance of doubt, in connection with a sale leaseback transaction), any of its assetsassets (including, business or propertyfor the avoidance of doubt, whether now owned or hereafter acquiredthe capital stock of Subsidiaries, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:but excluding

Appears in 1 contract

Samples: Credit Agreement (Aar Corp)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s 's common stock or other equity interests to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Credit Agreement (Harland John H Co)

Sale of Assets. The Each Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, convey, sell, leasetransfer, assign, transfer lease or otherwise dispose of, convey all or any substantial part of its assets, business or property, whether now owned or hereafter acquired, or, assets except for sales and leases of inventory in the case ordinary course of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:business.

Appears in 1 contract

Samples: Credit Agreement (WTC Industries Inc)

Sale of Assets. The Borrower Borrowers will not, and will not permit any of its their Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock 's Capital Stock to any Person other than the a Borrower or any wholly-owned Subsidiary of a Subsidiary Loan Party Borrower (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Revolving Credit Agreement (Delek US Holdings, Inc.)

Sale of Assets. The Borrower Holdings and the Borrowers will not, and will not permit any of its their Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, of any of its their assets, business or property, whether now owned or hereafter acquired, property or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock, in each case whether now owned or hereafter acquired, to any Person other than the Borrower or a Subsidiary any Loan Party (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Dakota Plains Holdings, Inc.)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, convey, sell, leasetransfer, assign, transfer lease or otherwise dispose of, convey all or any substantial part of its assets, business or property, whether now owned or hereafter acquired, or, assets except for sales and leases of inventory in the case ordinary course of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:business.

Appears in 1 contract

Samples: Loan Agreement (Applied Epi Inc)

Sale of Assets. The Borrower will not, and will not permit -------------- any of its Consolidated Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Consolidated Subsidiary, issue or sell any shares of such Consolidated Subsidiary’s 's common stock to any Person other than the Borrower or a any Wholly-Owned Subsidiary Loan Party of the Borrower (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Credit Agreement (Certegy Inc)

Sale of Assets. The Each of Holdings and the Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, of any of its assets, business or propertyproperty or, in the case of any Subsidiary of Holdings (other than an Immaterial Subsidiary), any shares of such Subsidiary’s Capital Stock, in each case whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law)Person, except:

Appears in 1 contract

Samples: Credit Agreement (PACS Group, Inc.)

Sale of Assets. The Borrower will not, and will not permit any of its Consolidated Subsidiaries or any Loan Party to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law)Borrower, except:

Appears in 1 contract

Samples: Credit Agreement (United Surgical Partners International Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer transfer, or otherwise dispose of, or permit any Subsidiary to sell, lease, assign, transfer, or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquiredacquired assets (including, orwithout limitation, shares of stock and indebtedness of Subsidiaries, receivables, and leasehold interests), except inventory and obsolete equipment disposed of in the case ordinary course of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:business.

Appears in 1 contract

Samples: Loan Agreement (Tru Shrimp Companies, Inc.)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose ofof to any Person other than to Borrower or a Wholly Owned Subsidiary, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock to any Person other than the Borrower or a Wholly Owned Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Subsidiary Guarantee Agreement (Amsurg Corp)

Sale of Assets. The Borrower will not, and will not permit any of its Consolidated Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Consolidated Subsidiary, issue or sell any shares of such Consolidated Subsidiary’s 's common stock to any Person other than the Borrower or a any Wholly-Owned Subsidiary Loan Party of the Borrower (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Revolving Credit Agreement (Certegy Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries Material Subsidiary to, convey, sell, leasetransfer, assign, transfer lease or otherwise dispose of, convey all or any substantial part of its assets, business or property, whether now owned or hereafter acquired, or, assets except for sales in the case ordinary course of any Subsidiary, issue business and except for sales or sell any shares of such Subsidiary’s common stock other transfers by a Subsidiary to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:wholly-owned Subsidiary.

Appears in 1 contract

Samples: Loan Agreement (Piper Jaffray Companies Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s 's common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify qualified directors if required by applicable law), except:

Appears in 1 contract

Samples: Revolving Credit Loan Agreement (CBRL Group Inc)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common capital stock or limited liability company, partnership or other ownership interests, as the case may be, to any Person other than the Borrower or a any wholly-owned Subsidiary Loan Party of the Borrower (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Revolving Credit Agreement (Dollar General Corp)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of the Borrower, issue or sell any shares of such Subsidiary’s common stock Equity Interests to any Person other than the Borrower or a any wholly-owned Subsidiary Loan Party of the Borrower (or to qualify directors if required by applicable lawApplicable Law), except:

Appears in 1 contract

Samples: Credit Agreement (E.W. SCRIPPS Co)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock Capital Stock to any Person other than the Borrower or a any Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Revolving Credit Agreement (Innotrac Corp)

Sale of Assets. The No Borrower will, nor will not, and will not any Borrower permit any of its Subsidiaries Restricted Subsidiary to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock to any Person other than the a Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Revolving Credit Agreement (United Industrial Corp /De/)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common capital stock (excluding the Spin-off) to any Person other than the Borrower or a any wholly-owned Subsidiary Loan Party of the Borrower (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Revolving Credit Agreement (Scripps E W Co /De)

Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose ofof to any Person other than to Borrower or a Wholly Owned Subsidiary, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s 's common stock to any Person other than the Borrower or a Wholly Owned Subsidiary Loan Party (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Revolving Credit Agreement (Amsurg Corp)

Sale of Assets. The Borrower will not, and will not -------------- permit any of its Consolidated Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Consolidated Subsidiary, issue or sell any shares of such Consolidated Subsidiary’s 's common stock to any Person other than the Borrower or a any Wholly-Owned Subsidiary Loan Party of the Borrower (or to qualify directors if required by applicable law), except:

Appears in 1 contract

Samples: Revolving Credit Agreement (Certegy Inc)

Sale of Assets. The Borrower Borrower, Holdings and International will not, and will not permit any of its their Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock 's Capital Stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law)Party, except:

Appears in 1 contract

Samples: Credit and Term Loan Agreement (FGX International Holdings LTD)

Sale of Assets. The Notwithstanding anything to the contrary contained in this Agreement, except in the ordinary course of business, Borrower will not, and will not permit any of its Subsidiaries to, convey, to sell, lease, assign, transfer transfer, convey or otherwise dispose of, any of its their assets, business or property, whether now owned or hereafter acquired, or, in including the case stock of any Subsidiary, issue or sell any shares either Subsidiary of such Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except:Borrower.

Appears in 1 contract

Samples: Revolving Credit Agreement (Amwest Insurance Group Inc)

Sale of Assets. The Borrower will not, and will not permit -------------- any of its Subsidiaries Company to, convey, sell, lease, assign, transfer or otherwise dispose of, any of all or a substantial part of its assets, business assets (whether in one transaction or property, whether now owned or hereafter acquired, or, in the case a series of any Subsidiary, issue or sell any shares of such Subsidiary’s common stock transactions) to any other Person other than in the Borrower ordinary course of business; except that, provided it does not cause a Material Adverse Effect, (i) any Subsidiary may sell, lease, assign or a otherwise transfer its assets to the Borrower, and (ii) any Subsidiary Loan Party (may sell, lease, assign or otherwise transfer its assets to qualify directors if required by applicable law), except:another Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Nationwide Electric Inc)

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