Common use of Sale or Transfer of Assets; Suspension of Business Operations Clause in Contracts

Sale or Transfer of Assets; Suspension of Business Operations. The Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than (x) the sale of Inventory in the ordinary course of business, and (y) dispositions of obsolete, worn or nonfunctional equipment. The Borrower will not liquidate, dissolve or suspend business operations. The Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights and will not permit any agreement under which it has licensed Licensed Intellectual Property to lapse, except that the Borrower may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property Rights are no longer useful in its business. If the Borrower transfers any Intellectual Property Rights for value, the Borrower will pay over the proceeds to the Lender for application to the Obligations. The Borrower will not license any other Person to use any of the Borrower's Intellectual Property Rights, except that the Borrower may grant licenses in the ordinary course of its business in connection with sales of Inventory or provision of services to its customers.

Appears in 3 contracts

Samples: Credit and Security Agreement (Pro Dex Inc), Credit and Security Agreement (Pro Dex Inc), Credit and Security Agreement (International Displayworks Inc)

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Sale or Transfer of Assets; Suspension of Business Operations. The No Borrower will not sell, lease, assign, transfer or otherwise dispose of (ia) the stock of any Subsidiary, (iib) all or a substantial part of its assets, or (iiic) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than (xi) the sale of Inventory in the ordinary course of business, business and (yii) dispositions the sale of obsolete, worn or nonfunctional equipmentup Equipment in an amount not to exceed $100,000 in any fiscal year. The No Borrower will not liquidate, dissolve or suspend business operations. The No Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights and will not permit any agreement under which it has licensed Licensed Intellectual Property to lapse, except EXCEPT that the any Borrower may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property Rights are no longer useful in its business. If the any Borrower transfers any Intellectual Property Rights for value, the such Borrower will pay over the proceeds to the Lender for application to the Obligations. The No Borrower will not license any other Person to use any of the such Borrower's Intellectual Property Rights, except EXCEPT that the any Borrower may grant licenses in the ordinary course of its business in connection with sales of Inventory or provision of services to its customers.

Appears in 1 contract

Samples: Security Agreement (Allis Chalmers Corp)

Sale or Transfer of Assets; Suspension of Business Operations. The Except as otherwise expressly permitted in Section 5.19, Borrower will shall not sell, lease, assign, transfer or otherwise dispose of (ia) the stock of any Subsidiary, (iib) all or a substantial part of its assets, or (iiic) any Collateral or any interest therein in Collateral (whether in one transaction or in a series of transactions) to any other Person other than (x) the sale or other disposition of Inventory or other non-material assets not constituting Accounts in the ordinary course of business, business and (y) dispositions of obsolete, worn or nonfunctional equipment. The Borrower will shall not liquidate, dissolve or suspend any material business operations. The Borrower will shall not transfer any part of its ownership interest in any material Intellectual Property Rights and will shall not permit any agreement under which it has licensed its rights as licensee of material Licensed Intellectual Property to lapse, except that the Borrower may transfer such rights or permit such agreements them to lapse if it shall have has reasonably determined that the applicable such Intellectual Property Rights are no longer useful in its business. If the Borrower transfers any material Intellectual Property Rights for value, Borrower shall pay the Borrower will pay over the proceeds Proceeds to the Lender Xxxxx Fargo for application to the ObligationsIndebtedness. The Borrower will shall not license any other Person to use any of the Borrower's ’s material Intellectual Property Rights, except that the Borrower may grant licenses in the ordinary course of its business in connection with sales of Inventory or other non-material assets not constituting Accounts or the provision of services to its customers.

Appears in 1 contract

Samples: Credit and Security Agreement (Command Security Corp)

Sale or Transfer of Assets; Suspension of Business Operations. The Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than (xi) the sale of Inventory in the ordinary course of business, business and (yii) dispositions the sale of obsolete, obsolete or worn or nonfunctional equipmentout Equipment. The Borrower will not liquidate, dissolve or suspend business operations. The Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights and will not permit any agreement under which it has licensed Licensed Intellectual Property to lapse, except that the Borrower may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property Rights are no longer useful in its business. If the Borrower transfers any Intellectual Property Rights for value, the Borrower will pay over the proceeds to the Lender for application to the Obligations. The Borrower will not license any other Person to use any of the Borrower's Intellectual Property Rights, except that the Borrower may grant licenses in the ordinary course of its business in connection with sales of Inventory or provision of services to its customers.

Appears in 1 contract

Samples: Credit and Security Agreement (Dynamic Materials Corp)

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Sale or Transfer of Assets; Suspension of Business Operations. The Borrower will not, and shall cause each of its Subsidiaries not to, sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than (x) the sale of Inventory in the ordinary course of business, business and (y) dispositions of obsolete, worn or nonfunctional equipment. The Borrower will not liquidate, dissolve or suspend business operations. The Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights and will not permit any agreement under which it has licensed Licensed Intellectual Property to lapse, except that the Borrower may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property Rights are no longer useful in its business. If the Borrower transfers any Intellectual Property Rights for value, the Borrower will pay over the proceeds to the Lender for application to the Obligations. The Borrower will not license any other Person to use any of the Borrower's ’s Intellectual Property Rights, except that the Borrower may grant licenses in the ordinary course of its business in connection with sales of Inventory or provision of services to its customers.

Appears in 1 contract

Samples: Credit and Security Agreement (Nortech Systems Inc)

Sale or Transfer of Assets; Suspension of Business Operations. The Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than (x) another Borrower, (y) the sale of Inventory in the ordinary course of business, and (yz) dispositions of obsolete, worn or nonfunctional equipment. The Borrower will not liquidate, dissolve or suspend business operations. The Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights and will not permit any agreement under which it has licensed Licensed Intellectual Property to lapse, except that the Borrower may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property Rights are no longer useful in its business. If the Borrower transfers any Intellectual Property Rights for value, the Borrower will pay over the proceeds to the Lender for application to the Obligations. The Borrower will not license any other Person to use any of the Borrower's Intellectual Property Rights, except that the Borrower may grant licenses in the ordinary course of its business in connection with sales of Inventory or provision of services to its customers.

Appears in 1 contract

Samples: Credit and Security Agreement (Netlist Inc)

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