Common use of Permitted Asset Disposition Clause in Contracts

Permitted Asset Disposition. so long as no Event of Default exists at the time thereof, any of the following Asset Dispositions: (i) sales of Inventory (and, to the extent permitted under Section 8.3.3, consignments of Inventory) and licenses or leases of Intellectual Property in the Ordinary Course of Business (provided that no such license or lease shall be on an exclusive basis if the Intellectual Property which is the subject thereof is necessary or desirable to enable Agent to sell, dispose, or complete the manufacture of, or otherwise exercise its rights with respect to, any Collateral); (ii) sales and dispositions of Equipment, in the Ordinary Course of Business, that is obsolete or no longer used by an Obligor in its business; (iii) Asset Dispositions of business units or lines of business for fair market value (with at least 80% of the proceeds of any such sale or disposition payable to Obligors in cash), so long as (a) the aggregate net book value of all assets subject to such Asset Dispositions during any Loan Year does not exceed fifteen percent (15%) of Consolidated Total Assets as set forth in the most recent financial statements delivered pursuant to Section 10.1.3(i) hereof, and (b) the aggregate net book value of all assets subject to such Asset Dispositions from and after the Closing Date does not exceed thirty percent (30%) of Consolidated Total Assets as of December 31, 2005; provided, that, if any of the assets sold or disposed of pursuant to this clause (iii) consist of Accounts or Inventory, then, on the date of such sale or disposition, Borrowers shall prepay the Obligations in an amount at least equal to the net book value of such Accounts and Inventory from the net proceeds of such sale or disposition and provide Agent an updated Borrowing Base Certificate giving effect to such sale or disposition; (iv) sales or other dispositions of Fixed Assets for fair market value, provided, that, Aggregate Availability shall be greater than $20,000,000 immediately before and after any such sale or disposition; (v) transfers by Obligors to their officers of any key-man life insurance policies maintained by any Obligor with respect to such officers as of the Closing Date; (vi) sales or other dispositions of Fixed Assets by Foreign Subsidiaries for fair market value; (vii) transfers of Property to a Borrower by another Obligor or a Subsidiary, (viii) dispositions of Inventory that is not Eligible Inventory because it is obsolete, unmerchantable or otherwise unsaleable in the Ordinary Course of Business of the Borrower making such disposition, (ix) Asset Dispositions that consist solely of a termination of a lease of real or personal Property that is not necessary to the conduct of an Obligor’s business in the ordinary course, would not reasonably be expected to have a Material Adverse Effect and does not result from an Obligor’s default or failure to perform under such lease, (x) Asset Dispositions that consist of a deposit to secure an obligation to the extent such deposit is permitted under Section 10.2.5, or (xi) any other Asset Disposition that has been consented to in writing by Agent and the Required Lenders.

Permitted Asset Disposition. so (i) as long as no Default or Event of Default exists at and all Net Proceeds are remitted to the time thereofDominion Account or to the Agent to prepay the Term Loan if required below, any of the following an Asset Dispositions: Disposition that is (ia) sales a sale of Inventory (and, to the extent permitted under Section 8.3.3, consignments of Inventory) and licenses or leases of Intellectual Property in the Ordinary Course of Business (provided that no such license or lease shall be on an exclusive basis if the Intellectual Property which is the subject thereof is necessary or desirable to enable Agent to sell, dispose, or complete the manufacture of, or otherwise exercise its rights with respect to, any Collateral); (ii) sales and dispositions of Equipment, in the Ordinary Course of Business, that is obsolete or no longer used by an Obligor in its business; (iiib) Asset Dispositions a disposition of business units or lines of business for fair market value Equipment (with at least 80% of the proceeds of any such sale or disposition payable to Obligors in cash), so long as (a) the aggregate net book value of all assets subject to such Asset Dispositions during any Loan Year does not exceed fifteen percent (15%) of Consolidated Total Assets as other than those set forth in the most recent financial statements delivered pursuant to Section 10.1.3(isubsection (e) hereof, and (b) the aggregate net book value of all assets subject to such Asset Dispositions from and after the Closing Date does not exceed thirty percent (30%) of Consolidated Total Assets as of December 31, 2005; providedbelow), that, if in the aggregate during any of the assets sold 12-month period, has a fair market or disposed of pursuant to this clause (iii) consist of Accounts or Inventory, then, on the date of such sale or disposition, Borrowers shall prepay the Obligations in an amount at least equal to the net book value (whichever is more) of such Accounts and Inventory from the net proceeds of such sale $5,000,000 or disposition and provide Agent an updated Borrowing Base Certificate giving effect to such sale or dispositionless; (ivc) sales or other dispositions of Fixed Assets for fair market value, provided, that, Aggregate Availability shall be greater than $20,000,000 immediately before and after any such sale or disposition; (v) transfers by Obligors to their officers of any key-man life insurance policies maintained by any Obligor with respect to such officers as of the Closing Date; (vi) sales or other dispositions of Fixed Assets by Foreign Subsidiaries for fair market value; (vii) transfers of Property to a Borrower by another Obligor or a Subsidiary, (viii) dispositions disposition of Inventory that is not Eligible Inventory because it is obsolete, unmerchantable or otherwise unsaleable unsalable in the Ordinary Course of Business of the Borrower making such disposition, Business; (ixd) Asset Dispositions that consist solely of a termination of a lease of real or personal Property that is not necessary to for the conduct Ordinary Course of an Obligor’s business in the ordinary courseBusiness, would could not reasonably be expected to have a Material Adverse Effect and does not result from an Obligor’s default default; (e) a disposition of any Borrower’s Real Estate and related Equipment affixed thereto in connection with a sale or failure to perform under such lease, a sale-leaseback transaction so long as (x) Asset Dispositions that consist the Net Proceeds received from the sale of (A) any Eligible Real Estate pursuant to such transaction are not less than the liquidation value of such Real Estate, as determined by the most recent appraisal of such Real Estate received by Agent using an appraiser and methodology reasonably acceptable to Agent and (B) any other Real Estate pursuant to such transaction are not less than the amount for which the Borrowers purchased such Real Estate, (y) the Net Proceeds received from the sale of such Eligible Real Estate (less any amount applied to repay any Debt secured by a deposit Lien on such Real Estate incurred pursuant to a refinancing of such Eligible Real Estate permitted pursuant to Section. 10.2.1(i) hereof) shall be applied to prepay the Term Loan in accordance with Section 5.2.2 hereof (together with any prepayment fee then due, if due, under Section 5.2.3 hereof), and (z) the terms of such transaction are otherwise reasonably acceptable to the Agent; (ii) a Permitted Contract Transfer, (iii) granting of Liens (subject to the Intercreditor Agreement) to secure an obligation to the extent such deposit is permitted obligations under Section 10.2.5the ABL Loan Documents, or (xiiv) any other Asset Disposition that has been consented to approved in writing by Agent and the Required LendersLenders (such approval not to be unreasonably withheld, delayed or conditioned).

Permitted Asset Disposition. so as long as no Event of Default exists and at any time a Cash Dominion Period exists, all Net Proceeds are remitted to Agent or Revolver Agent pursuant to the time thereof, any terms of the following Intercreditor Agreement, an Asset Dispositions: Disposition that is (i) sales a sale of Inventory (and, to the extent permitted under Section 8.3.3, consignments of Inventory) and licenses or leases of Intellectual Property in the Ordinary Course of Business (provided that no such license or lease shall be on an exclusive basis if the Intellectual Property which is the subject thereof is necessary or desirable to enable Agent to sell, dispose, or complete the manufacture of, or otherwise exercise its rights with respect to, any Collateral); (ii) sales and dispositions of Equipment, in the Ordinary Course of Business, ; (ii) Asset Dispositions of property that does not constitute Term Priority Collateral that is obsolete or no longer used by an Obligor or useful in its businessthe conduct of the business of the Obligors, that in the aggregate during any 12 month period has a fair market or net book value (whichever is more) of $750,000 or less; (iii) Asset Dispositions of business units or lines of business for fair market value (with at least 80% of the proceeds of any such sale or a disposition payable to Obligors in cash), so long as (a) the aggregate net book value of all assets subject to such Asset Dispositions during any Loan Year does not exceed fifteen percent (15%) of Consolidated Total Assets as set forth in the most recent financial statements delivered pursuant to Section 10.1.3(i) hereof, and (b) the aggregate net book value of all assets subject to such Asset Dispositions from and after the Closing Date does not exceed thirty percent (30%) of Consolidated Total Assets as of December 31, 2005; provided, that, if any of the assets sold or disposed of pursuant to this clause (iii) consist of Accounts or Inventory, then, on the date of such sale or disposition, Borrowers shall prepay the Obligations in an amount at least equal to the net book value of such Accounts and Inventory from the net proceeds of such sale or disposition and provide Agent an updated Borrowing Base Certificate giving effect to such sale or disposition; (iv) sales or other dispositions of Fixed Assets for fair market value, provided, that, Aggregate Availability shall be greater than $20,000,000 immediately before and after any such sale or disposition; (v) transfers by Obligors to their officers of any key-man life insurance policies maintained by any Obligor with respect to such officers as of the Closing Date; (vi) sales or other dispositions of Fixed Assets by Foreign Subsidiaries for fair market value; (vii) transfers of Property to a Borrower by another Obligor or a Subsidiary, (viii) dispositions of Inventory that is not Eligible Inventory because it is obsolete, surplus, unmerchantable or otherwise unsaleable unsalable in the Ordinary Course of Business of the Borrower making such disposition, Business; (ixiv) Asset Dispositions that consist solely of a [reserved]; (v) termination of a lease of real or personal Property that is not necessary to for the conduct Ordinary Course of an Obligor’s business in the ordinary courseBusiness, would could not reasonably be expected to have a Material Adverse Effect and does not result from an Obligor’s default default; (vi) the disposition of accounts receivable in connection with the collection or failure compromise thereof; (vii) non-exclusive licenses, sublicenses, leases or subleases of Intellectual Property granted to perform others in the Ordinary Course of Business or not interfering in any material respect with the business of the Borrower or any Subsidiary; (viii) with prior written notice to the Agent and the Required Lenders, the sale or abandonment of Equipment of an Obligor or any of its Subsidiaries in the Ordinary Course of Business that is not material and is no longer used or useful in the business of any Obligor, is not affixed to or used in connection with any of the Collateral or any of the books and records of such Obligor relating to the Collateral and in the case of abandonment, does not have any material value; provided, that Dispositions of Equipment under this clause (viii) that does not constitute Eligible Equipment shall not exceed $50,000 in the aggregate in any Fiscal Year; (ix) in the case of sales or other Dispositions of assets constituting Eligible Equipment, each of the following conditions is satisfied: (1) the consideration received by such leaseObligor in respect of the sale or other Asset Disposition of such assets shall be not less than 100% of the Appraised Value of such assets, (2) as of the date of such sale or other Asset Disposition and after giving effect thereto, using the most recent calculation of the Revolver Borrowing Base and Term Loan Borrowing Base prior to the date of any such sale or other Asset Disposition, on a pro forma basis, Availability shall be not less than twenty percent (20%) of the lesser of (A) the Revolver Commitments (as defined in the Revolver Loan Agreement) or (B) the Revolver Borrowing Base (calculated without giving effect to the Term Loan Push Down Reserve), and Agent shall have received an updated Revolver Borrowing Base Certificate and Term Loan Borrowing Base Certificate reflecting the Asset Disposition of such assets, and (3) the Net Proceeds from any such sale or other Asset Disposition, shall be applied to the Obligations (subject to the Intercreditor Agreement) to the extent required herein; (x) Asset Dispositions that consist in the case of a deposit proposed sales, other Dispositions, or abandonment of assets constituting Eligible Intellectual Property, (1) Borrower Agent shall have given not less than ten (10) days’ prior written notice to secure an obligation the Agent and the Required Lenders of such proposed sale, other Disposition or abandonment, and (2) Agent or the Required Lenders shall have given Borrower Agent its/their written consent to such sale, other Disposition or abandonment; (xi) the sale or disposition of Cash Equivalents for fair market value in the ordinary course of business; (xii) solely to the extent such deposit is not otherwise permitted under hereunder, sales, transfers and other dispositions permitted by Section 10.2.510.2.9; (xiii) sales, transfers or other dispositions of Investments to the extent not a Restricted Investment in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the parties set forth in joint venture arrangements and similar binding agreements; or (xixiv) any other Asset Disposition that has been consented to approved in writing by Agent and the Required Lenders.

Permitted Asset Disposition. an Asset Disposition that consists of (i) the sale of Inventory in the Ordinary Course of Business; (ii) for so long as no Default or Event of Default exists at exists, dispositions of Property (other than Accounts, Inventory, Eligible Equipment or Eligible Real Estate) which, in the time thereofaggregate as to all Borrowers during any consecutive 12-month period, has a fair market value or book value, whichever is more, of $5,000,000 or less, provided that all Net Disposition Proceeds thereof are remitted to Agent for application to the Obligations, (iii) replacements of Equipment that is substantially worn, damaged or obsolete with Equipment of like kind, function and value, provided that the replacement Equipment shall be acquired prior to or concurrently with any disposition of the following Asset Dispositions: Equipment that is to be replaced, the replacement Equipment shall be free and clear of Liens other than Permitted Liens that are not Purchase Money Liens and Borrowers shall have given Agent at least 10 days prior written notice of such disposition, (iiv) sales of Inventory (and, to the extent permitted under Section 8.3.3, consignments of Inventory) and licenses or leases licensing of Intellectual Property in the Ordinary Course of Business (provided that no such license or lease shall be on an exclusive basis if the Intellectual Property which is the subject thereof is necessary or desirable to enable Agent to sell, dispose, or complete the manufacture of, or otherwise exercise its rights with respect to, any Collateral)Business; (iiv) sales and dispositions of Equipmentsales, in the Ordinary Course of Businesstransfers, that is obsolete or no longer used by an Obligor in its business; (iii) Asset Dispositions of business units or lines of business for fair market value (with at least 80% of the proceeds of any such sale or disposition payable to Obligors in cash)licenses, so long as (a) the aggregate net book value of all assets subject to such Asset Dispositions during any Loan Year does not exceed fifteen percent (15%) of Consolidated Total Assets as set forth in the most recent financial statements delivered pursuant to Section 10.1.3(i) hereof, and (b) the aggregate net book value of all assets subject to such Asset Dispositions from and after the Closing Date does not exceed thirty percent (30%) of Consolidated Total Assets as of December 31, 2005; provided, that, if any of the assets sold or disposed of pursuant to this clause (iii) consist of Accounts or Inventory, then, on the date of such sale or disposition, Borrowers shall prepay the Obligations in an amount at least equal to the net book value of such Accounts and Inventory from the net proceeds of such sale or disposition and provide Agent an updated Borrowing Base Certificate giving effect to such sale or disposition; (iv) sales leases or other dispositions of Fixed Assets for fair market value, provided, that, Aggregate Availability shall be greater assets made by a Consolidated Group Member to another Consolidated Group Member (other than $20,000,000 immediately before and after any such sale an Excluded Subsidiary or disposition; (v) transfers by Obligors to their officers of any key-man life insurance policies maintained by any Obligor with respect to such officers as of the Closing Datea Restrictive Subsidiary); (vi) sales transfers or other dispositions forgiveness of Fixed Assets by Foreign Subsidiaries for fair market value; (vii) transfers of Property to a Borrower by another Obligor or a Subsidiary, (viii) dispositions of Inventory that is not Eligible Inventory because it is obsolete, unmerchantable or otherwise unsaleable Accounts in the Ordinary Course of Business and in connection with the collection or compromise thereof; (vii) the abandonment, failure to maintain or renew or cancellation of the Borrower making Intellectual Property of any Consolidated Group Member that is not material to such dispositionConsolidated Group Member's business in such Consolidated Group Member's reasonable business judgment; (viii) any sublease, sale or other disposition of any Specified Real Estate (ix) Asset Dispositions that consist solely for so long as no Default or Event of a termination Default exists, any sale or other disposition of a lease of real or personal Property that is not necessary to the conduct of an Obligor’s business in the ordinary course, would not reasonably be expected to have a Material Adverse Effect and does not result from an Obligor’s default or failure to perform under such lease, Piscataway New Jersey site; (x) Asset Dispositions that consist for so long as no Default or Event of a deposit to secure an obligation to Default exists, any sale of the extent such deposit is stock of ParMed Pharmaceuticals, Inc. by Alpharma U.S. Inc. (xi) condemnations by Governmental Authorities of Real Estate (other than Eligible Real Estate); and (xii) for so long as no Default or Event of Default exists, mergers and consolidations permitted under Section 10.2.5, or (xi) any other Asset Disposition that has been consented to in writing by Agent and the Required Lenders10.2.11.

Permitted Asset Disposition. an Asset Disposition that consists of (i) the sale of Inventory in the Ordinary Course of Business; (ii) for so long as no Default or Event of Default exists at exists, dispositions of Property (other than Accounts, Inventory, Eligible Equipment or Eligible Real Estate) which, in the time thereofaggregate as to all Borrowers during any consecutive 12-month period, has a fair market value or book value, whichever is more, of $5,000,000 or less, provided that all Net Disposition Proceeds thereof are remitted to Agent for application to the Obligations, (iii) replacements of Equipment that is substantially worn, damaged or obsolete with Equipment of like kind, function and value, provided that the replacement Equipment shall be acquired prior to or concurrently with any disposition of the following Asset Dispositions: Equipment that is to be replaced, the replacement Equipment shall be free and clear of Liens other than Permitted Liens that are not Purchase Money Liens and Borrowers shall have given Agent at least 10 days prior written notice of such disposition, (iiv) sales of Inventory (and, to the extent permitted under Section 8.3.3, consignments of Inventory) and licenses or leases licensing of Intellectual Property in the Ordinary Course of Business (provided that no such license or lease shall be on an exclusive basis if the Intellectual Property which is the subject thereof is necessary or desirable to enable Agent to sell, dispose, or complete the manufacture of, or otherwise exercise its rights with respect to, any Collateral)Business; (iiv) sales and dispositions of Equipmentsales, in the Ordinary Course of Businesstransfers, that is obsolete or no longer used by an Obligor in its business; (iii) Asset Dispositions of business units or lines of business for fair market value (with at least 80% of the proceeds of any such sale or disposition payable to Obligors in cash)licenses, so long as (a) the aggregate net book value of all assets subject to such Asset Dispositions during any Loan Year does not exceed fifteen percent (15%) of Consolidated Total Assets as set forth in the most recent financial statements delivered pursuant to Section 10.1.3(i) hereof, and (b) the aggregate net book value of all assets subject to such Asset Dispositions from and after the Closing Date does not exceed thirty percent (30%) of Consolidated Total Assets as of December 31, 2005; provided, that, if any of the assets sold or disposed of pursuant to this clause (iii) consist of Accounts or Inventory, then, on the date of such sale or disposition, Borrowers shall prepay the Obligations in an amount at least equal to the net book value of such Accounts and Inventory from the net proceeds of such sale or disposition and provide Agent an updated Borrowing Base Certificate giving effect to such sale or disposition; (iv) sales leases or other dispositions of Fixed Assets for fair market value, provided, that, Aggregate Availability shall be greater assets made by a Consolidated Group Member to another Consolidated Group Member (other than $20,000,000 immediately before and after any such sale an Excluded Subsidiary or disposition; (v) transfers by Obligors to their officers of any key-man life insurance policies maintained by any Obligor with respect to such officers as of the Closing Datea Restrictive Subsidiary); (vi) sales transfers or other dispositions forgiveness of Fixed Assets by Foreign Subsidiaries for fair market value; (vii) transfers of Property to a Borrower by another Obligor or a Subsidiary, (viii) dispositions of Inventory that is not Eligible Inventory because it is obsolete, unmerchantable or otherwise unsaleable Accounts in the Ordinary Course of Business and in connection with the collection or compromise thereof; (vii) the abandonment, failure to maintain or renew or cancellation of the Borrower making Intellectual Property of any Consolidated Group Member that is not material to such dispositionConsolidated Group Member's business in such Consolidated Group Member's reasonable business judgment; (viii) any sublease, sale or other disposition of any Specified Real Estate (ix) Asset Dispositions that consist solely for so long as no Default or Event of a termination Default exists, any sale or other disposition of a lease of real or personal Property that is not necessary to the conduct of an Obligor’s business in the ordinary course, would not reasonably be expected to have a Material Adverse Effect and does not result from an Obligor’s default or failure to perform under such lease, Piscataway New Jersey site; (x) Asset Dispositions that consist for so long as no Default or Event of a deposit to secure an obligation to the extent such deposit is Default exists, any Permitted Portfolio Transaction; (xi) condemnations by Governmental Authorities of Real Estate (other than Eligible Real Estate); and (xii) for so long as no Default or Event of Default exists, mergers and consolidations permitted under Section 10.2.5, or (xi) any other Asset Disposition that has been consented to in writing by Agent and the Required Lenders10.2.11.