A PARTY, THE BORROWER
SHALL BE THE CONTINUING OR SURVIVING CORPORATION.
6.12.
SALE OF ASSETS.
THE PARENT AND THE BORROWER WILL NOT, NOR WILL
THEY PERMIT ANY SUBSIDIARY TO, LEASE, SELL, TRANSFER OR OTHERWISE DISPOSE OF ITS
PROPERTY TO ANY OTHER PERSON, EXCEPT:
6.12.1
SALES OF INVENTORY IN THE ORDINARY COURSE OF BUSINESS.
6.12.2
A DISPOSITION OF ASSETS (I) BY THE PARENT OR ANY SUBSIDIARY TO ANY
CREDIT PARTY, (II) BY A SUBSIDIARY THAT IS NOT A GUARANTOR AND NOT REQUIRED TO
BE A GUARANTOR TO ANY OTHER SUBSIDIARY, (III) SUBJECT TO SECTION 6.24, BY ANY
CREDIT PARTY TO ANY FOREIGN SUBSIDIARY AND (IV) SUBJECT TO SECTION 6.25, BY ANY
CREDIT PARTY TO TOPCO.
6.12.3
A DISPOSITION OF (I) OBSOLETE PROPERTY, PROPERTY NO LONGER USED IN THE
BUSINESS OF THE PARENT, THE BORROWER OR ANY SUBSIDIARY OR OTHER ASSETS IN THE
ORDINARY COURSE OF BUSINESS OF THE PARENT, THE BORROWER OR ANY SUBSIDIARY AND
(II) THE PROPERTIES IDENTIFIED ON SCHEDULE 6.12.
6.12.4
A DISPOSITION OF ASSETS FOR AN AGGREGATE PURCHASE PRICE OF UP TO
$275,000,000 AT ANY ONE TIME OUTSTANDING PURSUANT TO, AND IN ACCORDANCE WITH,
RECEIVABLES PURCHASE FACILITIES UNLESS (A) A DEFAULT HAS OCCURRED AND IS
CONTINUING UNDER SECTIONS 7.6 OR 7.7, OR (B) THE AGENT SHALL HAVE GIVEN WRITTEN
NOTICE TO THE BORROWER PROHIBITING DISPOSITIONS UNDER THIS SECTION 6.12
FOLLOWING THE OCCURRENCE OF A DEFAULT UNDER CLAUSES (I), (II) OR, SOLELY WITH
RESPECT TO INTEREST, (III) OF SECTION 7.2.
6.12.5
TRANSFERS OF CONDEMNED PROPERTY TO THE RESPECTIVE GOVERNMENTAL AUTHORITY
OR AGENCY THAT HAS CONDEMNED THE SAME (WHETHER BY DEED IN LIEU OF CONDEMNATION
OR OTHERWISE), AND THE TRANSFER OF PROPERTIES THAT HAVE BEEN SUBJECT TO A
CASUALTY TO THE RESPECTIVE INSURER (OR ITS DESIGNEE) OF SUCH PROPERTY AS PART OF
AN INSURANCE SETTLEMENT.
54
6.12.6
THE LICENSE OR SUBLICENSE OF SOFTWARE, TRADEMARKS, AND OTHER
INTELLECTUAL PROPERTY WHICH DO NOT MATERIALLY INTERFERE WITH THE BUSINESS OF THE
PARENT AND ITS SUBSIDIARIES, TAKEN AS A WHOLE.
6.12.7
CONSIGNMENT ARRANGEMENTS (AS CONSIGNOR OR CONSIGNEE) OR SIMILAR
ARRANGEMENTS FOR THE SALE OF GOODS IN THE ORDINARY COURSE OF BUSINESS OF THE
PARENT AND ITS SUBSIDIARIES, TAKEN AS A WHOLE.
6.12.8
THE DISCOUNT OR SALE, IN EACH CASE WITHOUT RECOURSE AND IN THE ORDINARY
COURSE OF BUSINESS, OF RECEIVABLES MORE THAN 90 DAYS OVERDUE AND ARISING IN THE
ORDINARY COURSE OF BUSINESS, BUT ONLY IN CONNECTION WITH THE COMPROMISE OR
COLLECTION THEREOF CONSISTENT WITH CUSTOMARY INDUSTRY PRACTICE (AND NOT AS PART
OF ANY BULK SALE OR FINANCING OF RECEIVABLES).
6.12.9
LEASES OR SUBLEASES OR LICENSES OF REAL PROPERTY TO OTHER PERSONS NOT
MATERIALLY INTERFERING WITH THE BUSINESS OF THE PARENT AND ITS SUBSIDIARIES,
TAKEN AS A WHOLE.
6.12.10
LEASES, SALES OR OTHER DISPOSITIONS OF ITS PROPERTY THAT (I) ARE FOR
CONSIDERATION CONSISTING AT LEAST SEVENTY-FIVE PERCENT (75%) OF CASH, (II) ARE
FOR NOT LESS THAN FAIR MARKET VALUE, AND (III) TOGETHER WITH ALL OTHER PROPERTY
OF THE PARENT, THE BORROWER AND THE SUBSIDIARIES PREVIOUSLY LEASED, SOLD OR
DISPOSED OF (OTHER THAN DISPOSITIONS