Limitation on Certain Asset Sales Sample Clauses

Limitation on Certain Asset Sales. (a) The Company will not, and will not permit any of the Restricted Subsidiaries to, consummate an Asset Sale unless: (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Company’s Board of Directors, and evidenced by a Board Resolution); (ii) not less than 75% of the consideration received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or cash equivalents (those equivalents allowed under “Temporary Cash Investments”) or Replacement Assets (as defined below); provided, however, that the amount of (x) any liabilities of the Company or any Restricted Subsidiaries that are assumed by the transferee of such assets and for which the Company and its Restricted Subsidiaries are released, including any such Indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and (y) any notes or other securities received by the Company or any such Restricted Subsidiary which are converted into cash within 180 days after such Asset Sale (to the extent of cash received) shall be deemed to be cash for purposes of this provision; and (iii) the Asset Sale Proceeds received by the Company or such Restricted Subsidiary are applied: (a) first, to the extent the Company elects, or is required, to permanently prepay, repay or purchase existing Indebtedness under the Senior Credit Facility or Purchase Money Indebtedness that ranks pari passu in right of payment with the Notes solely to the extent that such Asset Sale involves property or assets securing such Purchase Money Indebtedness pursuant to a Lien granted pursuant to clause (iv) of the definition of “Permitted Liens” within 360 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided, however, that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the balance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person that is, or becomes, a Subsidiary of the Company or that would constitute a Permitted Investment under clause (v) of the definition thereof) use...

Limitation on Certain Asset Sales. The Company shall not, and shall not permit any Subsidiary of the Company to, consummate an Asset Sale unless (i) the Company or such Subsidiary of the Company, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof on the date the Company or the Subsidiary of the Company (as applicable) entered into the agreement to consummate such Asset Sale (as determined in good faith by the Board, and evidenced by a resolution of the Board); (ii) not less than 75% of the consideration received by the Company or such Subsidiary of the Company, as the case may be, is in the form of cash or cash equivalents other than in the case where the Company is exchanging all or substantially all of the assets of one or more media properties operated by the Company (including by way of the transfer of capital stock) for all or substantially all of the assets (including by way of transfer of capital stock) constituting one or more media properties operated by another Person, provided that at least 75% of the consideration received by the Company in such exchange, other than the media properties, is in the form of cash or cash equivalents; and (iii) the proceeds of such Asset Sale received by the Company or such Subsidiary of the Company are applied first, to the extent the Company elects or is required, to prepay, repay or purchase debt under any then existing indebtedness of the Company or any Subsidiary of the Company within 180 days following the receipt of the proceeds of such Asset Sale and second, to the extent of the balance of the proceeds of such Asset Sale after application as described above, to the extent the Company elects, to make an investment in assets (including capital stock or other securities purchased in connection with the acquisition of capital stock or property of another Person) used or useful in businesses similar or ancillary to the business of the Company or any Subsidiary of the Company as conducted at the time of such Asset Sale, provided that such investment occurs or the Company or any Subsidiary of the Company enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 181st day following receipt of the proceeds of such Asset Sale and the proceeds of such Asset Sale contractually committed are so applied within 360 days following the receipt of the proceeds of such Asset Sa...

Limitation on Certain Asset Sales. Neither the Issuers nor any of their Subsidiaries will consummate or permit, directly or indirectly, any Asset Sale, unless (i) such Issuers or such Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale at least equal to the fair market value of the Property subject to such Asset Sale, (ii) in the case of all Asset Sales, at least 75% of the consideration received by such Issuer or such Subsidiary is in the form of cash or Temporary Cash Investments, and (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale; provided that (a) the amount of any notes or other obligations received by such Issuer or such Subsidiary from such transferee that are converted by such Issuer or such Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset Sale and (b) any Designated Noncash Consideration received by such Issuer or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, less the amount of cash or Temporary Cash Investments received by Issuers or any of their Subsidiaries in connection with a subsequent sale of any such Designated Noncash Consideration, not exceeding $5 million at the time of the receipt of such Designated Noncash Consideration (measured at the time received and without giving effect to subsequent changes in value) shall be deemed to be cash for purposes of clause (ii) of this provision. With respect to any Asset Sale Proceeds related to Collateral in the form of cash or Temporary Cash Investments (including cash collected on any notes), and any Insurance 43 Proceeds or Condemnation Proceeds on account of any separate loss of any Collateral of the Issuers or their Subsidiaries in excess of $5 million which are not applied to the repair, rebuilding, restoration or replacement of the Collateral affected by the subject Loss Event (in any such case, the "Collateral Proceeds Amount"), the Issuers shall (i) to the extent the Issuers elect, apply the Collateral Proceeds Amount to acquire Property (provided that, in the case of an Asset Sale of Property constituting Collateral under the Collateral Trust Agreement, the Issuers shall cause such Property to become Collateral under the Collateral Trust Agre...

Limitation on Certain Asset Sales. The Company is subject to certain conditions, obligated to make an offer to purchase Notes at 100% of their principal amount plus accrued and unpaid interest to the date of repurchase with certain net cash proceeds of certain sales or other dispositions of assets in accordance with the Indenture.

Limitation on Certain Asset Sales. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any Asset Sale unless (i) the consideration received by the Company or such Restricted Subsidiary for such Asset Sale is not less than the fair market value of the assets sold (as determined by the Board of Directors of the Company, whose good faith determination will be conclusive, and evidenced by a resolution of the Board of Directors) and (ii) the consideration received by the Company or the relevant Restricted Subsidiary in respect of such Asset Sale consists of at least 75% cash or Cash Equivalents; provided that the amount of (x) any liabilities (as shown on the most recent balance sheet of the Company or such Restricted Subsidiary) of the Company or any of its Restricted Subsidiaries (other than liabilities that are by their terms subordinated to the Securities or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are promptly converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received), shall be deemed to be cash or Cash Equivalents, as the case may be, for purposes of this provision.

Limitation on Certain Asset Sales. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any Asset Sale unless (i) the consideration received by the Company or such Restricted Subsidiary for such Asset Sale is not less than the fair market value of the assets sold (as determined by the Board of Directors of the Company, whose good faith determination shall be conclusive) and (ii) the consideration received by the Company or the relevant Restricted Subsidiary in respect of such Asset Sale consists of at least 85% cash or cash equivalents.

Limitation on Certain Asset Sales a) The Partnership will not, and will not permit any of its Subsidiaries to, consummate an Asset Sale unless (i) the Partnership or such Subsidiary, as the case may be, b) If the Partnership is required to make an Excess Proceeds Offer, the Partnership shall mail, within 30 days following the Reinvestment Date, a notice to the holders of Preferred Units stating, among other things: (1) that such holders of Preferred Units have the right to require the Partnership to apply such Available Asset Sale Proceeds to repurchase Preferred Units at a purchase price in cash as set forth above; (2) the purchase date (the "Purchase Date"), which shall be no earlier than 30 days and not later than 60 days from the date such notice is mailed;

Limitation on Certain Asset Sales. 4.14 Limitation on Transactions with Affiliates.................. 4.15

Limitation on Certain Asset Sales. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate an Asset Sale unless: (1) the Company or the Restricted Subsidiary, as the case may be, receives consideration at the time of that Asset Sale at least equal to the fair market value (evidenced by an Officers' Certificate delivered to the Trustee in the case of an Asset Sale with a fair market value less than $5.0 million and a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee in the case of an Asset Sale with a fair market value greater than or equal to $5.0 million) of the assets or Equity Interests issued or sold or otherwise disposed of; and

Limitation on Certain Asset Sales. The Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale, except: (a) the sale of all or substantially all of the business or assets of any Restricted Subsidiary to the extent that such business or assets are conveyed, sold, assigned, leased, transferred, or otherwise disposed of, in one transaction or a series of transactions, to the Borrower or any other Restricted Subsidiary; (b) the sale of obsolete assets no longer used or usable in the business of the Borrower or any of its Subsidiaries; (c) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (d) Asset Sales, other than as otherwise permitted by this Section 10.09, not exceeding $7,500,000 in any Fiscal Year; provided that, to the extent the allowance for sale of assets provided for in this subsection (d) is not utilized, the same may be carried over cumulatively to the next succeeding Fiscal Year, provided that the allowance shall in no event exceed $15,000,000 in any Fiscal Year (Asset Sales shall be permitted in excess of the limitation provided for in this subsection (d), provided that 100% of the amount of the Net Cash Proceeds from any such Asset Sales are applied, first, to the payment of the Senior Debt until the Senior Debt has been paid in full and to reduce the Commitments under (and as defined in) the Senior Credit Agreement and, second, after such Commitments have been terminated, to the payment of the outstanding principal amount of the Loans (in accordance with Section 2.05(d)); (e) the sale of real property and other assets owned by and interests in Co-Investment Entities and the sale of assets owned by and interests in Unrestricted Subsidiaries; (f) the sale of assets listed on Schedule 10.09; and (g) the disposition of any Hedging Agreement permitted hereunder.