Common use of Limitations on Asset Sales Clause in Contracts

Limitations on Asset Sales. (a) Subject to the provisions of Article V hereof, neither the Company nor any Restricted Subsidiary may, directly or indirectly, consummate an Asset Sale, unless the Company (or such Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (reasonably evidenced by a good faith resolution of the Board of Directors) of the assets sold or otherwise disposed of, provided that the aggregate fair market value of the consideration received from any Asset Sale that is not in the form of cash or Cash Equivalents will not, when aggregated with the fair market value of all other noncash consideration received by the Company and its Restricted Subsidiaries from all previous Asset Sales since the Issue Date that has not been converted into cash or Cash Equivalents, exceed 10% of the Consolidated Net Assets of the Company at the time of the Asset Sale under consideration; and, provided, further, however, that the amount of (x) any liabilities of the Company or any Restricted Subsidiary (other than liabilities that are Incurred in connection with or in contemplation of such Asset Sale) that are assumed by the transferee of any such assets and (y) any 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, shall be deemed to be cash (to the extent of the cash received) for purposes of this provision.

Limitations on Asset Sales. (a) Subject to the provisions The Company will not, and will not permit any of Article V hereofits Restricted Subsidiaries to, neither consummate any Asset Sale unless: (i) the Company nor any or its Restricted Subsidiary may, directly or indirectly, consummate an Asset Sale, unless the Company (or such Restricted Subsidiary, as the case may be) receives Subsidiaries receive consideration at the time of such Asset Sale at least equal to the fair market value (reasonably evidenced by a good faith resolution of the Board of Directors) of the assets sold or otherwise disposed of, provided that Capital Stock included in such Asset Sale; (ii) the aggregate fair market value of the consideration received from any such Asset Sale (other than consideration in the form of assumption of Indebtedness of the Company or one or more of its Restricted Subsidiaries from which the Company or such Restricted Subsidiaries, as the case may be, are released) that is not in the form of cash or Cash Equivalents will shall not, when aggregated with the fair market value of all other noncash non-cash or non-Cash Equivalent consideration received by the Company and its Restricted Subsidiaries from all previous Asset Sales since the Issue Date date of this Indenture that has have not yet been converted into cash or Cash Equivalents, exceed 105% of the Consolidated Net Tangible Assets of the Company at the time of the Asset Sale under consideration; and, provided, further, however, that the amount of (x) any liabilities of the Company or any Restricted Subsidiary (other than liabilities that are Incurred in connection with or in contemplation of such Asset Sale; and (iii) that are assumed if the aggregate fair market value of the assets or Capital Stock to be sold in such Asset Sale exceeds $3,000,000, such Asset Sale has been approved by the transferee Company's Board of any such assets and (y) any 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, shall be deemed to be cash (to the extent of the cash received) for purposes of this provisionDirectors.

Limitations on Asset Sales. (a) Subject to the provisions The Company will not, and will not permit any of Article V hereof, neither the Company nor any its Restricted Subsidiary may, directly or indirectlySubsidiaries to, consummate an Asset Sale, unless (i) the Company (or such the Restricted Subsidiary, as the case may be) receives consideration at the time of such the Asset Sale at least equal to the fair market value Fair Market Value (reasonably evidenced by a good faith resolution measured as of the Board date of Directorsthe definitive agreement with respect to such Asset Sale) of the assets assets, property or Capital Stock issued or sold or otherwise disposed of, provided that ; (ii) no Default or Event of Default shall have occurred and be continuing at the aggregate fair market value time of the consummation of such Asset Sale or would be caused thereby and (iii) at least 75% of the consideration received from any such Asset Sale that is not (other than in connection with Investments in Joint Ventures by Company or its Subsidiaries) is, or will be when paid (in the case of milestones, royalties and other deferred payment obligations), in the form of cash or cash equivalents; provided that for purposes of this clause (iii), any Designated Non-Cash Equivalents will not, when aggregated with the fair market value of all other noncash consideration Consideration received by the Company and its Restricted Subsidiaries from all previous Asset Sales since the Issue Date that has not been converted into cash or Cash Equivalents, exceed 10% of the Consolidated Net Assets of the Company at the time of the Asset Sale under consideration; and, provided, further, however, that the amount of (x) any liabilities of the Company or any Restricted Subsidiary (other than liabilities that are Incurred in connection with or in contemplation of such Asset Sale) that are assumed by the transferee of any such assets and (y) any 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 cashin respect of such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (iii), not in excess of 25% of the consideration received from such Asset Sale at the time of the receipt of such Designated Non-Cash Consideration, with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash (to the extent of the cash received) for purposes of this provisioncash.