Common use of Limitation on Asset Dispositions Clause in Contracts

Limitation on Asset Dispositions. (a) The Guarantor may not, and may not permit any Restricted Subsidiary of the Guarantor to, make any Asset Disposition in one or more related transactions unless: (i) the Guarantor or the Restricted Subsidiary, as the case may be, receives consideration for such disposition at least equal to the fair market value for the assets sold or disposed of as determined by the Board of Directors in good faith and, in the case of an Asset Disposition in an amount greater than $5 million, evidenced by a resolution of the Board of Directors filed with the Trustee; and (ii) at least 75% of the consideration for such disposition consists of (1) cash or readily marketable cash equivalents or the assumption of Debt of the Guarantor (other than Debt that is subordinated to the Securities) or of a Restricted Subsidiary and release from all liability on the Debt assumed, or (2)