Common use of Asset Sale Clause in Contracts

Asset Sale. Except as otherwise set forth in Section 4.14 of the Indenture, the Company and the Guarantors shall not, and neither the Company nor the Guarantors shall permit any of their respective Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Guarantor or a Subsidiary of the Company), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary of the Company, whether by the Company or one of its Subsidiaries or through the issuance, sale or transfer of Equity Interests by a Subsidiary of the Company, and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), unless: (1) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; and (2) the Company receives or such Subsidiary receives, as applicable, fair market value for such Asset Sale, such determination to be made in good faith by the Company's Board of Directors for Asset Sales exceeding $2,000,000. Solely for purposes of (1) above, (a) any Indebtedness (other than Subordinated Indebtedness) of the Company or such Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Company is and its Subsidiaries are fully and unconditionally released from any and all obligations in connection therewith, (b) property that within 30 days of such Asset Sale is converted into cash or Cash Equivalents; provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received, and (c) the fair market value, as determined in good faith by the Board of Directors, of any asset (other than securities) received by the Company or any Subsidiary that, in the good faith reasonable judgment of the Company's Board of Directors, will immediately constitute or be a part of a Related Business shall be deemed to be cash or Cash Equivalents. Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom are: (a) invested in fixed assets and property (other than notes, bonds, obligations and other securities, except in connection with the acquisition of a Guarantor in a Related Business) that in the good faith reasonable judgment of the Company's Board of Directors will immediately constitute or be a part of a Related Business of the Company or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction; or (b) used to retire Purchase Money Indebtedness secured by the asset that was the subject of the Asset Sale or to permanently reduce the amount of Indebtedness outstanding under the Credit Agreement; or (c) applied to the optional redemption of the Notes in accordance with the terms of the Indenture and the Company's other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding. Pending the final application of any Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in (a), (b) or (c) of the preceding paragraph shall constitute "Excess Proceeds". Within 30 days after the date that the amount of Excess Proceeds exceeds $10,000,000, the Company shall apply the Excess Proceeds (the "Asset Sale Offer Amount") to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Company shall apply the Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest and Liquidated Damages, if any, to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest and Liquidated Damages, if any). To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Company may use any remaining Net Cash Proceeds as otherwise permitted by the Indenture (other than for making Restricted Payments that are not Investments) and following the consummation of each Asset Sale Offer the Excess Proceeds amount shall be reset to zero.

Asset Sale. Except as otherwise set forth (1) As provided in Section 4.14 4.13 of the Indenture, the Company Issuers shall not and the Subsidiary Guarantors shall not, and neither the Company Issuers nor the Subsidiary Guarantors shall permit any of their respective the Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Guarantor or a Subsidiary of the CompanySubsidiaries), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary of the CompanySubsidiaries, whether by an Issuer or any of the Company or one of its Subsidiaries or through the issuance, sale or transfer of Equity Interests by a Subsidiary one of the Company, Subsidiaries and including any sale and leaseback transaction (any of the foregoing, an "“Asset Sale"”), unless: : (1A) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; and , and (2B) the Company receives such Issuer or such Subsidiary receives, as applicable, fair market value for such Asset Sale, such which fair market determination to shall be made in good faith by a resolution of the Company's Board of Directors for if the value of such Asset Sales exceeding Sale is more than $2,000,0002.5 million. Solely for For purposes of clause (1A) above, total consideration received means the total consideration received for such Asset Sales, minus the amount of: (ai) any Purchase Money Indebtedness (other than Subordinated Indebtedness) of secured solely by the Company or such Subsidiary that is expressly assets sold and assumed by a transferee; provided, that the transferee in such Asset Sale Issuers are and with respect to which the Company is and its Subsidiaries are fully and unconditionally released from any and all obligations in connection therewith, (bii) any of such Issuer’s or such Subsidiary’s liabilities, as shown on such Issuer’s or such Subsidiary’s most recent balance sheet, other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Guarantee, that are assumed by the transferee of any such assets; provided, that the Issuers are and the Subsidiaries are fully released from all obligations in connection therewith, (iii) property that within 30 days of such Asset Sale is converted into cash or Cash Equivalents; provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received, and (civ) the fair market valuevalue of property received as consideration for such Asset Sale that would otherwise constitute a permitted application of Net Cash Proceeds (or other cash in such amount) under clause (2)(A)(i) below (such fair market value to be made as provided in clause (B) above). (2) Within 360 days following such Asset Sale or the receipt of such Net Cash Proceeds, as determined an amount equal to the Net Cash Proceeds therefrom (the “Asset Sale Amount”) shall be: (A) (i) invested in good faith by the Board of Directors, of any asset Additional Assets or (ii) used to make Permitted Investments other than securitiesthose under clauses (a), (b) received by or (c) under the Company or any Subsidiary thatdefinition of “Permitted Investments” in the Indenture, which in the good faith reasonable judgment of the Company's Board of Directors, will Directors shall immediately constitute or be a part of a Related Business shall be deemed to be cash or Cash Equivalents. Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom are: (a) invested in fixed assets and property (other than notes, bonds, obligations and other securities, except in connection with the acquisition of a Guarantor in a Related Business) that in the good faith reasonable judgment of the Company's Board of Directors will immediately constitute or be a part of a Related Business of the Company or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction; or , or (bB) used to retire (i) Purchase Money Indebtedness secured by the asset that which was the subject of the Asset Sale or Sale, (ii) Indebtedness outstanding under the Credit Agreement and to permanently reduce the amount of such Indebtedness outstanding under permitted to be incurred pursuant to Section 4.7(b)(3) of the Credit Agreement; Indenture (including that in the case of a revolver or similar arrangement that makes credit available, such commitment is so permanently reduced by such amount), or (ciii) other Indebtedness incurred in accordance with Section 4.7 of the Indenture and secured by a Lien permitted under clause (o) of the definition of “Permitted Liens” in the Indenture; provided, that the amount of Indebtedness repaid with such Net Cash Proceeds pursuant to this clause (iii) shall not exceed the value of the assets securing such Indebtedness repaid, or (C) applied to the optional redemption of the Notes in accordance with the terms of the Indenture and the Company's Issuers’ other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company Issuers to redeem such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding, except that, in the case of each of the provisions of clauses (A) and (B), only proceeds from an Asset Sale of assets or Equity Interests of a Foreign Subsidiary may be invested in or used to retire Indebtedness of a Foreign Subsidiary. Pending the final application of any Net Cash Proceeds, the Company Issuers may temporarily reduce revolving credit borrowings or otherwise invest use the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in (a), (b) or (c) of the preceding paragraph shall constitute "Excess Proceeds". Within 30 days after the date that the amount of Excess Proceeds exceeds $10,000,000, the Company shall apply the Excess Proceeds (the "Asset Sale Offer Amount") to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Company shall apply the Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest and Liquidated Damages, if any, to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest and Liquidated Damages, if any). To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Company may use any remaining Net Cash Proceeds as otherwise permitted by the Indenture (other than for making Restricted Payments that are not Investments) and following the consummation of each Asset Sale Offer the Excess Proceeds amount shall be reset to zero.

Asset Sale. Except as otherwise set forth in Section 4.14 of the Indenture, the Company and the Guarantors shall not, and neither the Company nor the Guarantors shall permit any of their respective Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Guarantor or a Subsidiary of the Company), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary of the Company, whether by the Company or one of its Subsidiaries or through the issuance, sale or transfer of Equity Interests by a Subsidiary of the Company, and including any sale and leaseback transaction (any of the foregoing, an "Asset SaleSale "), unless: (1) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; and (2) the Company receives or such Subsidiary receives, as applicable, fair market value for such Asset Sale, such determination to be made in good faith by the Company's Board of Directors for Asset Sales exceeding $2,000,000. Solely for purposes of (1) above, (a) any Indebtedness (other than Subordinated Indebtedness) of the Company or such Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Company is and its Subsidiaries are fully and unconditionally released from any and all obligations in connection therewith, (b) property that within 30 days of such Asset Sale is converted into cash or Cash Equivalents; provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received, and (c) the fair market value, as determined in good faith by the Board of Directors, of any asset (other than securities) received by the Company or any Subsidiary that, in the good faith reasonable judgment of the Company's Board of Directors, will immediately constitute or be a part of a Related Business shall be deemed to be cash or Cash Equivalents. Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom are: (a) invested in fixed assets and property (other than notes, bonds, obligations and other securities, except in connection with the acquisition of a Guarantor in a Related Business) that in the good faith reasonable judgment of the Company's Board of Directors will immediately constitute or be a part of a Related Business of the Company or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction; or (b) used to retire Purchase Money Indebtedness secured by the asset that was the subject of the Asset Sale or to permanently reduce the amount of Indebtedness outstanding under the Credit Agreement; or (c) applied to the optional redemption of the Notes in accordance with the terms of the Indenture and the Company's other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding. Pending the final application of any Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in (a), (b) or (c) of the preceding paragraph shall constitute "Excess Proceeds". Within 30 days after the date that the amount of Excess Proceeds exceeds $10,000,000, the Company shall apply the Excess Proceeds (the "Asset Sale Offer Amount") to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Company shall apply the Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest and Liquidated Damagesinterest, if any, to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest and Liquidated Damages, if anyinterest). To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Company may use any remaining Net Cash Proceeds as otherwise permitted by the Indenture (other than for making Restricted Payments that are not Investments) and following the consummation of each Asset Sale Offer the Excess Proceeds amount shall be reset to zero.

Asset Sale. Except as otherwise set forth in Section 4.14 4.13 of the Indenture, the Company and the Guarantors shall not, and neither the Company nor the Guarantors shall permit any of their respective Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Guarantor or a Subsidiary one of the Company’s Subsidiaries or Unrestricted Subsidiaries), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary of the Company’s Subsidiaries or Unrestricted Subsidiaries, whether by the Company or one of its Subsidiaries or Unrestricted Subsidiaries or through the issuance, sale or transfer of Equity Interests by a Subsidiary any of the Company, ’s Subsidiaries or Unrestricted Subsidiaries and including any sale and sale-leaseback transaction (any of the foregoing, an "“Asset Sale"”), unless, with respect to any Asset Sale or related series of Asset Sales involving securities, property or assets with an aggregate fair market value in excess of $2,000,000: (1a) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; , (b) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to, such Asset Sale, and (2c) the Company’s Board of Directors determines in reasonable good faith that the Company receives will receive or such Subsidiary receiveswill receive, as applicable, fair market value for such Asset Sale, such determination to be made in good faith by the Company's Board of Directors for Asset Sales exceeding $2,000,000. Solely for For purposes of (1) above, clause (a) any Indebtedness (other than Subordinated Indebtedness) of the Company or preceding sentence, total consideration received means the total consideration received for such Subsidiary that is expressly Asset Sales minus the amount of (i) Purchase Money Indebtedness secured solely by the assets sold and assumed by the transferee in such Asset Sale and with respect to which a transferee; provided, that the Company is and its Subsidiaries are fully and unconditionally released from any and all obligations in connection therewith, therewith and (bii) property that within 30 days of such Asset Sale is converted into cash or Cash Equivalents; provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received, and (c) the fair market value, as determined in good faith by the Board of Directors, of any asset (other than securities) received by the Company or any Subsidiary that, in the good faith reasonable judgment of the Company's Board of Directors, will immediately constitute or be a part of a Related Business shall be deemed to be cash or Cash Equivalents. Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom are: shall be (a) (i) used to retire Purchase Money Indebtedness secured by the asset which was the subject of the Asset Sale, or (ii) used to retire and permanently reduce Indebtedness incurred under the Credit Agreement and other Senior Debt; provided, that in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount; or (b) invested in fixed assets and property (other than notes, bonds, obligations and other securities, except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related Business) that which in the reasonable good faith reasonable judgment of the Company's ’s Board of Directors will immediately constitute or be a part of a Related Business of the Company or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction; . All Net Cash Proceeds from an Event of Loss shall be used as follows: (1) first, the Company shall use such Net Cash Proceeds to the extent deemed necessary or appropriate to rebuild, repair, replace or restore the assets subject to such Event of Loss with comparable assets and (2) then, to the extent any Net Cash Proceeds from an Event of Loss are not used as described in the preceding clause (a), all such remaining Net Cash Proceeds shall be reinvested or used as provided in the immediately preceding clause (a) or (b). The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in clauses (a) used to retire Purchase Money Indebtedness secured by the asset that was the subject of the Asset Sale or to permanently reduce the amount of Indebtedness outstanding under the Credit Agreement; or and (c) applied to the optional redemption of the Notes in accordance with the terms of the Indenture and the Company's other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discountb) of the Notes immediately preceding paragraph and such other Indebtedness then outstanding. the accumulated Net Cash Proceeds from any Event of Loss not applied as set forth in clauses (1) and (2) of the immediately preceding paragraph shall constitute “Excess Proceeds.” Pending the final application of any Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest or use for general corporate purposes (other than Restricted Payments that are not solely Restricted Investments) the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in (a), (b) or (c) of When the preceding paragraph shall constitute "Excess Proceeds". Within 30 days after the date that the amount of Excess Proceeds exceeds equal or exceed $10,000,0005,000,000, the Company shall apply offer to repurchase the Excess Proceeds (the "Asset Sale Offer Amount") to the repurchase of the Notes and such Notes, together with any other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (), pro rata in proportion to the respective principal amounts of such Indebtedness (or accreted values in the case of Indebtedness issued with an original issue discount) of and the Notes and such other Indebtedness then outstanding) (the "“Asset Sale Offer"”) at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "“Asset Sale Offer Price"”) together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each The Asset Sale Offer shall remain open for at least 20 Business Days following its commencement (the "“Asset Sale Offer Period"”). Upon expiration of the Asset Sale Offer Period, the Company shall apply an amount equal to the Excess Proceeds (the “Asset Sale Offer Amount Amount”) plus an amount equal to accrued and unpaid interest and Liquidated Damages, if any, to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof of this covenant (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment). To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Company may use any remaining Net Cash Proceeds as otherwise permitted by the Indenture (other than for making Restricted Payments that are not Investments) and following Indenture. Following the consummation of each Asset Sale Offer in accordance with the provisions of this Section 7(b), the Excess Proceeds amount shall be reset to zero. Any repurchase of Notes pursuant to this Section 8(b) shall be made in accordance with the provisions of Section 4.13 of the Indenture.

Asset Sale. Except as otherwise set forth in Section 4.14 of the Indenture, the Company and the Guarantors Solectron shall not, and neither the Company nor the Guarantors shall not permit any of their respective Subsidiaries toits Restricted Subsidiaries, in one to consummate an Asset Sale, unless: (1) Solectron (or a Restricted Subsidiary) receives consideration from the Asset Sale, which, at the time of the Asset Sale, is at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; (2) if such Asset Sale, or any series of related transactionsAsset Sales, conveyis for assets with a fair market value in excess of $50,000,000, sell, transfer, assign the fair market value is determined by Solectron’s or otherwise dispose of, directly or indirectly, any Financeco’s Board of their property, business or assets, including Directors and evidenced by merger or consolidation (in the case of a Guarantor or a Subsidiary resolution of the Company), and including any sale or other transfer or issuance Board of any Equity Interests of any Subsidiary of Directors set forth in an Officers’ Certificate delivered to the Company, whether by the Company or one of its Subsidiaries or through the issuance, sale or transfer of Equity Interests by a Subsidiary of the Company, and including any sale and leaseback transaction trustee; and (any of the foregoing, an "Asset Sale"), unless: (13) at least 75% of the total consideration for such received in the Asset Sale by Solectron or series of related Asset Sales such Restricted Subsidiary consists of cash cash, Cash Equivalents or Cash Equivalents; and (2) Replacement Assets. For purposes of this Section 8(b)(3), each of the Company receives or such Subsidiary receives, as applicable, fair market value for such Asset Sale, such determination following will be deemed to be made in good faith by the Company's Board of Directors for Asset Sales exceeding $2,000,000. Solely for purposes of cash: (1) above, (aA) any Indebtedness liabilities (other than Subordinated Indebtedness) contingent liabilities and liabilities that are by their terms subordinated to the notes), as shown on Solectron’s most recent Consolidated balance sheet, of the Company Solectron or such any Restricted Subsidiary that is expressly are assumed by the transferee in of any such Asset Sale and with respect assets pursuant to which the Company is and its Subsidiaries are fully and unconditionally released an agreement that expressly releases or indemnifies Solectron or such Restricted Subsidiary from any and all obligations in connection therewithfurther liability; (B) securities, (b) assets or property that within 30 90 days of such Asset Sale is converted converted, sold or exchanged by Solectron or such Restricted Subsidiary into cash cash, Cash Equivalents or Cash EquivalentsReplacement Assets; provided, provided that any such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received; and (C) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, if Solectron and (c) the fair market valueall of its Restricted Subsidiaries immediately are released from all Guarantees, as determined in good faith by the Board of Directorsif applicable, of any asset (payments or other than securities) received by Obligations with respect to such Indebtedness and such Indebtedness is no longer the Company liability of the Solectron or any Subsidiary that, in the good faith reasonable judgment of the Company's Board of Directors, will immediately constitute or be a part of a Related Business shall be deemed to be cash or Cash Equivalentsits Restricted Subsidiaries. Within 360 days following such Asset Sale, after the Net Cash Proceeds therefrom are: (a) invested in fixed assets and property (other than notes, bonds, obligations and other securities, except in connection with the acquisition of a Guarantor in a Related Business) that in the good faith reasonable judgment of the Company's Board of Directors will immediately constitute or be a part of a Related Business of the Company or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction; or (b) used to retire Purchase Money Indebtedness secured by the asset that was the subject of the Asset Sale or to permanently reduce the amount of Indebtedness outstanding under the Credit Agreement; or (c) applied to the optional redemption of the Notes in accordance with the terms of the Indenture and the Company's other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding. Pending the final application receipt of any Net Cash Proceeds from an Asset Sale, Solectron or such Restricted Subsidiary may apply those cash Net Cash Proceeds: (a) to permanently repay Indebtedness and other Obligations under the Credit Agreements, any Senior Debt of Solectron or any Indebtedness of any Restricted Subsidiary of Solectron (other than Financeco) or any Senior Debt of Financeco and if the Company may temporarily reduce Indebtedness repaid is revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in (a)Indebtedness, to correspondingly reduce commitments with respect thereto; (b) to acquire all or (c) substantially all of the preceding paragraph shall constitute "Excess Proceeds". Within 30 days after the date that the amount assets of Excess Proceeds exceeds $10,000,000, the Company shall apply the Excess Proceeds (the "Asset Sale Offer Amount") to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Company shall apply the Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest and Liquidated Damages, if any, to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest and Liquidated Damages, if any). To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Company may use any remaining Net Cash Proceeds as otherwise permitted by the Indenture (other than for making Restricted Payments that are not Investments) and following the consummation of each Asset Sale Offer the Excess Proceeds amount shall be reset to zero.another Permitted Business; or;

Asset Sale. Except as otherwise set forth in Section 4.14 (a) Unless the Rating Condition is satisfied at the time of the Indentureconsummation of such Asset Sale, the Company and the Guarantors shall not, and neither the Company nor the Guarantors shall not permit any of their respective its Restricted Subsidiaries to, in one consummate an Asset Sale unless: (i) the Company (or a series the Restricted Subsidiary, as the case may be) receives consideration at the time of related transactions, convey, sell, transfer, assign the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise dispose disposed of, directly or indirectly, any of their property, business or assets, including by merger or consolidation ; (ii) in the case of any Asset Sale involving assets or Equity Interests having a Guarantor fair market value of $25 million or more, the fair market value is determined by the Company's Board of Directors in good faith (which determination will be conclusive and binding) and evidenced by a Subsidiary Board Resolution of the Company), and including any sale or other transfer or issuance Board of any Equity Interests of any Subsidiary Directors of the Company, whether by Company set forth in an Officer's Certificate delivered to the Company or one of its Subsidiaries or through the issuance, sale or transfer of Equity Interests by a Subsidiary of the Company, and including any sale and leaseback transaction Trustee; and (any of the foregoing, an "Asset Sale"), unless: (1iii) at least 75% of the total consideration for such received in the Asset Sale by the Company or series such Restricted Subsidiary is in the form of related Asset Sales consists of (x) cash or Cash EquivalentsEquivalents or (y) Replacement Assets, or a combination of both; and (2) provided that non-cash consideration in excess of the 25% limit may be received by the Company receives or such Subsidiary receivesand its Restricted Subsidiaries in an Asset Sale in an aggregate amount, when taken together with all other non-cash consideration in excess of the 25% limit received by the Company and its Restricted Subsidiaries in Asset Sales since the date of this Supplemental Indenture, not to exceed $150 million (with non-cash consideration being valued at its fair market value, as applicable, fair market value for such Asset Sale, such determination to be made in good faith determined by the Company's Board of Directors for Asset Sales exceeding $2,000,000in good faith (which determination will be conclusive and binding), on the date of its receipt by the Company and its Restricted Subsidiaries and without giving effect to subsequent changes in value). Solely for For purposes of this provision, each of the following will be deemed to be cash: (1) above, (aA) any Indebtedness (other than Subordinated Indebtedness) liabilities, as shown on the Company's or such Restricted Subsidiary's most recent balance sheet, of the Company or such any Restricted Subsidiary (other than contingent liabilities and liabilities that is expressly are by their terms subordinated to the Senior Subordinated Notes) that are assumed by the transferee in such Asset Sale and with respect to which the Company is and its Subsidiaries are fully and unconditionally released from any and all obligations in connection therewith, (b) property that within 30 days of such Asset Sale is converted into cash or Cash Equivalents; provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received, and (c) the fair market value, as determined in good faith by the Board of Directors, of any asset such assets; and (B) any securities, notes or other than securities) obligations received by the Company or any such Restricted Subsidiary that, in from such transferee that are converted into cash within 30 days following the good faith reasonable judgment consummation of such Asset Sale to the extent of the Company's Board of Directors, will immediately constitute or be a part of a Related Business shall be deemed to be cash or Cash Equivalents. Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom are: (a) invested in fixed assets and property (other than notes, bonds, obligations and other securities, except in connection with the acquisition of a Guarantor in a Related Business) that in the good faith reasonable judgment of the Company's Board of Directors will immediately constitute or be a part of a Related Business of received by the Company or such Restricted Subsidiary (if it continues to be a Subsidiary) immediately following such transaction; or in that conversion. (b) used Within 360 days after the receipt of any Net Proceeds from an Asset Sale that is consummated at a time when the Rating Condition is not satisfied (including Net Proceeds received upon the sale or other disposition of any non-cash consideration received in any Asset Sale, which shall include, without limitation, cash payments received in respect of instruments received pursuant to retire Purchase Money Indebtedness secured by the asset that was proviso described in Section 3.4(a)(iii)), the subject Company may apply those Net Proceeds at its option: (i) to repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; (ii) to acquire all or substantially all of the Asset Sale assets of, or to permanently reduce the amount of Indebtedness outstanding under the Credit Agreement; or (c) applied to the optional redemption a majority of the Notes in accordance with the terms Voting Stock of, another Permitted Business (including by means of a merger or consolidation permitted under the Indenture and the Company's other Indebtedness ranking on this Supplemental Indenture); (iii) to make capital expenditures; or (iv) to acquire long-term assets that are used or useful in a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstandingPermitted Business. Pending the final application of any Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture or this Supplemental Indenture. The accumulated . (c) Any Net Cash Proceeds from Asset Sales that are consummated at a time when the Rating Condition is not satisfied that are not applied or invested as set forth provided in (a), (bSection 3.4(b) or (c) of the preceding paragraph shall will constitute "Excess Proceeds". Within 30 days after ." When the date that the aggregate amount of Excess Proceeds exceeds $10,000,00025 million, the Company shall apply the Excess Proceeds (the "Asset Sale Offer Amount") to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) (the "Asset Sale Offer") to all Holders of Senior Subordinated Notes and all holders of other Indebtedness that is pari passu with the Senior Subordinated Notes containing provisions similar to those set forth in this Supplemental Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase the maximum principal amount of Senior Subordinated Notes and such other pari passu Indebtedness that may be purchased with Excess Proceeds at a purchase the offer price. The offer price of in any Asset Sale Offer will be equal to 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of paymentpurchase, and will be payable in cash. Each If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture and this Supplemental Indenture. If the aggregate principal amount of Senior Subordinated Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Senior Subordinated Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. (i) Upon the commencement of an Asset Sale Offer, the Company shall remain open for 20 Business Days following its commencement send, by first class mail, a notice to the Trustee and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Senior Subordinated Notes pursuant to such Asset Sale Offer. The notice, which shall govern the terms of such Asset Sale Offer, shall state: (A) that the Asset Sale Offer is being made pursuant to this Section 3.4; (B) the period (the "Asset Sale Offer Period")) during which the Asset Sale Offer shall remain (ii) On or before the Asset Sale Purchase Date, the Company shall, to the extent lawful, accept for payment, subject to proration and adjustment as provided in clause (i) above, all Senior Subordinated Notes and pari passu Indebtedness or portions thereof validly tendered pursuant to the Asset Sale Offer and not withdrawn, and shall deliver to the Trustee an Officer's Certificate stating that such Senior Subordinated Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.4. Upon expiration The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Asset Sale Purchase Date) mail or deliver to each tendering Holder of Senior Subordinated Notes or holder of pari passu Indebtedness, as the case may be, an amount equal to the offer price for the Senior Subordinated Notes or pari passu Indebtedness tendered by such Holder or holder, as the case may be, and accepted by the Company for payment, and the Company shall promptly issue a new Senior Subordinated Note, and the Trustee, upon written request from the Company shall authenticate and mail or deliver such new Senior Subordinated Note to such Holder, in a principal amount equal to any unpurchased portion of the Senior Subordinated Note surrendered. Any Senior Subordinated Note not so accepted for payment shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Asset Sale Offer Period, the Company shall apply on the Asset Sale Offer Amount plus an amount equal to Purchase Date. (iii) The payment of accrued and unpaid interest and Liquidated Damages, if any, as part of any repurchase price on any Asset Sale Purchase Date shall be subject to the purchase right of all Indebtedness properly tendered in accordance Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to such Asset Sale Purchase Date. (iv) The Company will comply with the provisions hereof (on a pro rata basis if requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Senior Subordinated Notes pursuant to an Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest and Liquidated Damages, if any)Offer. To the extent that the aggregate amount provisions of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than any securities laws or regulations conflict with the Asset Sale Offer Amountprovisions of this Section 3.4, the Company may use any remaining Net Cash Proceeds as otherwise permitted shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 3.4 by the Indenture (other than for making Restricted Payments that are not Investments) and following the consummation virtue of each Asset Sale Offer the Excess Proceeds amount shall be reset to zerosuch conflict.