Common use of Limitations on Asset Sales Clause in Contracts

Limitations on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate any Asset Sale unless: (i) the Company or its Restricted Subsidiaries receive consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Capital Stock included in such Asset Sale; (ii) the aggregate fair market value of the consideration from 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 shall not, when aggregated with the fair market value of all other non-cash or non-Cash Equivalent consideration received by the Company and its Restricted Subsidiaries from all previous Asset Sales since the date of this Indenture that have not yet been converted into cash or Cash Equivalents, exceed 5% of Consolidated Tangible Assets of the Company at the time of such Asset Sale; and (iii) 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 Company's Board of Directors.

Limitations on Asset Sales. (a) The Subject to the provisions of Article V hereof, neither the Company will notnor any Restricted Subsidiary may, and will not permit any of its Restricted Subsidiaries todirectly or indirectly, consummate any an Asset Sale unless: (i) Sale, unless the Company (or its such Restricted Subsidiaries receive 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 Capital Stock included in such Asset Sale; (ii) otherwise disposed of, provided that the aggregate fair market value of the consideration received from such any 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 shall will not, when aggregated with the fair market value of all other non-cash or non-Cash Equivalent noncash consideration received by the Company and its Restricted Subsidiaries from all previous Asset Sales since the date of this Indenture Issue Date that have has not yet been converted into cash or Cash Equivalents, exceed 510% of the Consolidated Tangible 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 (iiiy) if any notes or other obligations received by the aggregate fair market value 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 assets or Capital Stock to be sold in such Asset Sale exceeds $3,000,000, such Asset Sale has been approved by the Company's Board cash received) for purposes of Directorsthis provision.

Limitations on Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate any an Asset Sale unless: Sale, unless (i) the Company (or its the Restricted Subsidiaries receive 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 (measured as of the assets date of the definitive agreement with respect to such Asset Sale) of the assets, property or Capital Stock included in such Asset Saleissued or sold or otherwise disposed of; (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 such Asset Sale (other than consideration in connection with Investments in Joint Ventures by Company or its Subsidiaries) is, or will be when paid (in the form case of assumption of Indebtedness of the Company or one or more of its Restricted Subsidiaries from which the Company or such Restricted Subsidiariesmilestones, as the case may beroyalties and other deferred payment obligations), are released) that is not in the form of cash or Cash Equivalents shall notcash equivalents; provided that for purposes of this clause (iii), when aggregated with the fair market value of all other non-cash or nonany Designated Non-Cash Equivalent consideration Consideration received by the Company and its or such Restricted Subsidiaries from Subsidiary in respect of such Asset Sale having an aggregate Fair Market Value, taken together with all previous Asset Sales since the date other Designated Non-Cash Consideration received pursuant to this clause (iii), not in excess of this Indenture that have not yet been converted into cash or Cash Equivalents, exceed 525% of Consolidated Tangible Assets of the Company consideration received from such Asset Sale at the time of the receipt of such Asset Sale; Designated Non-Cash Consideration, with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and (iii) if the aggregate fair market value of the assets or Capital Stock without giving effect to subsequent changes in value, shall be deemed to be sold in such Asset Sale exceeds $3,000,000, such Asset Sale has been approved by the Company's Board of Directorscash.