Common use of Permitted Dispositions Clause in Contracts

Permitted Dispositions. None of the Borrower or any of the Subsidiaries will Dispose of any of its assets (including accounts receivable and Capital Securities of Subsidiaries) to any Person in one transaction or series of transactions unless such Disposition (i) is inventory, and non-exclusive licenses of Intellectual Property in connection therewith, or obsolete, damaged, worn out or surplus property (including fixed assets no longer used or useful in the business of the Borrower and its Subsidiaries at the time of such Disposition) Disposed of in the ordinary course of its business, (ii) is a transaction permitted by Section 8.7, (iii) is a license for the use of the Intellectual Property of the Borrower, or any of the Subsidiaries, in each instance that is approved by Borrower’s (or such Subsidiary’s) Board of Directors and which could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory, including but not limited to field of use, and that may be exclusive as to territory only as to discrete geographical areas outside of the United States, (iv) is pursuant to the definition of Permitted Joint Venture, or (v) (A) is on fair market value terms in an arms-length transaction; provided that in no event shall the aggregate cumulative amount of cash and noncash consideration payable in connection with Dispositions exceed $3,000,000, (B) not less than 75% of the aggregate sales price from any one such Disposition shall be paid in cash at the closing of such Disposition or within 30 days thereafter, (C) immediately prior to and immediately after giving effect to any such Disposition, there does not exist a Default, and (D) in connection with any Disposition permitted by this clause (vi) where the cash and noncash consideration (whether in one or a series of transactions) exceeds $100,000, an Authorized Officer of the Borrower

Permitted Dispositions. None of the Borrower or any of the Subsidiaries will Dispose of any of its assets (including accounts receivable and Capital Securities of Subsidiaries) to any Person in one transaction or series of transactions unless such Disposition (i) is inventory, and non-exclusive licenses of Intellectual Property in connection therewith, or obsolete, damaged, worn out or surplus property (including fixed assets no longer used or useful in the business of the Borrower and its Subsidiaries at the time of such Disposition) Disposed of in the ordinary course of its business, (ii) is a transaction permitted by Section 8.7, (iii) is a license for the use of the Intellectual Property of the Borrower, or any of the Subsidiaries, in each instance that is approved by Borrower’s (or such Subsidiary’s) Board of Directors and which could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory, including but not limited to field of use, and that may be exclusive as to territory only as to discrete geographical areas outside of the United States, (iv) is pursuant to the definition of Permitted Joint Venture, or (v) (A) is on fair market value terms in an arms-length transaction; provided that in no event shall the aggregate cumulative amount of cash and noncash consideration payable in connection with Dispositions exceed $3,000,000[*], (B) not less than 75[*]% of the aggregate sales price from any one such Disposition shall be paid in cash at the closing of such Disposition or within 30 days thereafter, (C) immediately prior to and immediately after giving effect to any such Disposition, there does not exist a Default, and (D) in connection with any Disposition permitted by this clause (vi) where the cash and noncash consideration (whether in one or a series of transactions) exceeds $100,000[*], an Authorized Officer of the BorrowerBorrower [*] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. delivers a certificate to the Lender to the effect that each of clauses (A) through C) of this definition has been satisfied.

Permitted Dispositions. None The Borrower or any Wholly Owned ---------------------- Subsidiary of the Borrower may enter into one or any more transactions intended to trade (by means of either an exchange or a sale and subsequent purchase) one or more of the Subsidiaries will Dispose of any of its assets (including accounts receivable and Capital Securities of Subsidiaries) to any Person in one transaction or series of transactions unless such Disposition (i) is inventory, and non-exclusive licenses of Intellectual Property in connection therewith, or obsolete, damaged, worn out or surplus property (including fixed assets no longer used or useful in the business of CATV Systems owned by the Borrower and its Subsidiaries for one or more CATV Systems owned by any other Person, which transactions may be effected either by (i) the Borrower or such Wholly Owned Subsidiary selling one or more CATV Systems owned by it, and either depositing the Net Available Proceeds thereof into the Collateral Account, or prepaying Revolving Credit Loans (and creating a Reserved Commitment Amount), as Credit Agreement ---------------- contemplated by the second paragraph of Section 2.10(d) hereof, and then within 270 days acquiring one or more other CATV Systems or (ii) exchanging one or more CATV Systems, together with cash not exceeding 20% of the fair market value of such acquired CATV Systems, so long as (x) at the time of any such Dispositiontransactions and after giving effect thereto, no Default shall have occurred and be continuing and (y) Disposed with respect to any exchange of in CATV Systems pursuant to clause (ii), the ordinary course sum of its business(A) the System Cash Flow for the period of four fiscal quarters ending on, or most recently ended prior to, the date of such exchange attributable to the CATV Systems being exchanged plus (B) the System Cash Flow for such period attributable to all ---- other CATV Systems previously exchanged pursuant to said clause (ii) is a transaction does not exceed 20% of Adjusted System Cash Flow for such period. If, in connection with an exchange permitted by Section 8.7under this subparagraph (iv), (iii) is a license for the use Borrower or Wholly Owned Subsidiary receives cash in excess of 20% the fair market value of the Intellectual Property of the Borroweracquired CATV Systems, or any of the Subsidiaries, in each instance that is approved by Borrower’s (or such Subsidiary’s) Board of Directors and which could not result in exchange shall be permitted as a legal transfer of title of the licensed property but that may be exclusive in respects other than territory, including but not limited to field of use, and that may be exclusive as to territory only as to discrete geographical areas outside of the United States, sale under this subparagraph (iv) is pursuant to and the definition of Permitted Joint Venture, or (v) (A) is on fair market value terms in an arms-length transaction; provided that in no event shall cash received by the aggregate cumulative amount of cash and noncash consideration payable Borrower in connection with Dispositions exceed $3,000,000, (B) not less than 75% of the aggregate sales price from any one such Disposition transaction shall be paid applied in cash at the closing of such Disposition or within 30 days thereafter, (C) immediately prior to and immediately after giving effect to any such Disposition, there does not exist a Default, and (D) in connection accordance with any Disposition permitted by this clause (vi) where the cash and noncash consideration (whether in one or a series of transactions) exceeds $100,000, an Authorized Officer of the BorrowerSection 2.10(d).

Permitted Dispositions. None of Holdings, the Borrower or any of the Subsidiaries will Dispose of any of its assets (including accounts receivable and Capital Securities of the Borrower or Subsidiaries) to any Person in one transaction or series of transactions unless such Disposition related transactions, other than: (ia) is inventory, and non-exclusive licenses Dispositions of Intellectual Property in connection therewith, inventory or of obsolete, damaged, worn out or surplus property (including fixed assets no longer used or useful in the business of the Borrower and its Subsidiaries at the time of such Disposition) Disposed of in the ordinary course of its business, ; (iib) is Dispositions pursuant to a transaction permitted by Section 8.7, ; (iiic) is a license for other Dispositions not to exceed €5,000,000 in the use aggregate over the term of this Agreement so long as (x) at least 75% of the consideration received from such Disposition is in the form of cash or Cash Equivalent Investments and (y) no Default or Event of Default shall have occurred and be continuing at the time of, or would result from, such Disposition; provided that no sale or other transfer of any Intellectual Property that is material to the business of any Loan Party shall be permitted pursuant to this clause (c); (d) Dispositions of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property; (e) Dispositions of property as a result of a Casualty Event; (f) the leasing or subleasing of real property in the ordinary course of business and which do not, in the reasonable judgment of the Borrower, or any materially interfere with the business of Holdings, the Borrower and the Subsidiaries, taken as a whole; (g) Dispositions of accounts receivable in each instance that is approved by Borrower’s (or such Subsidiary’s) Board the ordinary course of Directors and which could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory, including but not limited to field of use, and that may be exclusive as to territory only as to discrete geographical areas outside of the United States, (iv) is pursuant to the definition of Permitted Joint Venture, or (v) (A) is on fair market value terms in an arms-length transaction; provided that in no event shall the aggregate cumulative amount of cash and noncash consideration payable business in connection with Dispositions exceed $3,000,000the settlement of any dispute related thereto or otherwise in connection with customary early payment programs, rebate programs or volume incentive programs conducted by Holdings, the Borrower and the Subsidiaries in the ordinary course of business and consistent with past practice; (h) licensing, co-licensing and cross-licensing arrangements with respect to any Products and/or any Intellectual Property of Holdings, the Borrower or the Subsidiaries (i) set forth in Schedule 8.8 (provided that any exclusive licensing arrangement shall be a bona fide, customary license arrangement and shall be approved by the Supervisory Board of Holdings), (Bii) not less than 75% constituting Non-Core Assets or (iii) otherwise entered into in the ordinary course of business on a non-exclusive basis; (i) abandonments, cancellations or lapses of Intellectual Property, or issuances or registrations or applications for issuances or registrations of Intellectual Property, which, in the reasonable good faith determination of the aggregate sales price from Borrower are no longer economical to maintain in light of its use; (j) terminations or unwinds of any one hedging, derivative or swap agreement permitted hereunder; (k) sales, transfers, contributions or other conveyances of any Non-Core Assets; (l) issuances of Capital Securities in the form of directors’ qualifying shares as required by applicable Laws; (m) Dispositions between or among Loan Parties, so long as such Disposition shall be paid does not adversely affect the Liens in cash at favor of the closing of such Disposition or within 30 days thereafter, (C) immediately prior to and immediately after giving effect Secured Parties in the property that is subject to any such Disposition; (n) Dispositions between or among Subsidiaries that are not Loan Parties; and (o) Dispositions from any Loan Party to any Subsidiary that is not a Loan Party in an aggregate amount over the term of this Agreement not to exceed, there does when combined with any outstanding Indebtedness of any Subsidiary that is not exist a DefaultGuarantor owing to the Borrower or any Guarantor pursuant to Section 8.2(i)(ii) and any outstanding Investments by any Loan Party in or to any Subsidiary that is not a Guarantor pursuant to Section 8.5(h)(i). €3,000,000, provided that no sale or other transfer of any Intellectual Property that is material to the business of any Loan Party shall be permitted pursuant to this clause (o); provided further that Holdings, the Borrower and the Subsidiaries may not consummate any Disposition of any assets necessary to satisfy in all material respects the obligations of Holdings, the Borrower and the Subsidiaries under any Key Contract (other than any Disposition permitted pursuant to clause (m)). To the extent that any Collateral is sold i a transaction that is permitted by this Section 8.8 to any Person that is not a Loan Party, such Collateral shall be sold free and clear of the Liens in favor of the Secured Parties, which Liens shall be automatically released upon the consummation of such sale, and the Administrative Agent shall take any actions and execute any consent, release or termination documentation reasonably requested by the Borrower in order to evidence or effect the foregoing. To the extent that any Collateral is Disposed of to a Person that is not a Loan Party, which Disposition consists of a license, co-license, cross-license, sublicense, lease, sublease or other similar arrangement with respect to any Product (Dincluding any R&D Product and/or any Non-Core Asset) or any related Intellectual Property or other property, in each case, to the extent constituting Collateral, the Administrative Agent shall enter into any subordination agreement, non-disturbance agreement or consent documentation reasonably requested by the Borrower and in form reasonably acceptable to the Required Lenders in connection with any Disposition permitted by this clause (vi) where the cash and noncash consideration (whether consummation of, or in one or a series of transactions) exceeds $100,000order to consummate, an Authorized Officer of the Borrowersuch Disposition.

Permitted Dispositions. None of the Borrower or any of the Subsidiaries will Dispose of any of its assets (including accounts receivable and Capital Securities of the Borrower or the Subsidiaries) to any Person in one transaction or series of transactions unless such Disposition (i) is inventory, and non-exclusive licenses of Intellectual Property in connection therewith, inventory or obsolete, damaged, worn out or surplus property (including fixed assets no longer used or useful in the business of the Borrower and its Subsidiaries at the time of such Disposition) Disposed of in the ordinary course of its business, ; (ii) is a transaction permitted by Section 8.4, Section 8.5 or Section 8.7, ; (iii) is a license for constitutes the lapse, abandonment, cancellation, non-renewal or discontinuance of use of the non- material Owned Intellectual Property of the BorrowerBorrower or any Subsidiary, or non-exclusive licenses of Licensed Intellectual Property thereof that the Borrower reasonably determines in good faith is no longer necessary or desirable in the conduct of the Borrower’s or any Subsidiary’s business, or the lapse, abandonment, cancellation, non-renewal or other discontinuance of any of any Owned Intellectual Property that the Borrower or any Subsidiary reasonably believes will not be allowed to issue or register by any Governmental Authority that needs to be issued or registered to be of value to the Borrower and its Subsidiaries, in each instance that is approved by Borrower’s (or such Subsidiary’s) Board of Directors and which could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory, including but not limited to field of use, and that may be exclusive as to territory only as to discrete geographical areas outside of the United States, ; (iv) is pursuant to the definition of Permitted Joint Venture, or (v) (A) is on fair market value terms in an arms-length transaction; provided that in no event shall the aggregate cumulative amount of cash and noncash consideration payable in connection with Dispositions exceed $3,000,000a Disposition by a Loan Party to another Loan Party, (B) is a Disposition by any Loan Party to an Excluded Subsidiary in an amount not less than to exceed $2,500,000 in the aggregate for all such Dispositions permitted under this Agreement, or (C) is a Disposition by any Excluded Subsidiary to another Excluded Subsidiary; (v) constitutes the sale, forgiveness or discounting, on a non-recourse basis and in the ordinary course of business, of past due accounts in connection with the collection or compromise thereof or the settlement of delinquent accounts or in connection with the bankruptcy or reorganization of suppliers or customers in accordance with the applicable terms of this Agreement; (vi) to the extent constituting Dispositions, constitutes the granting of Liens permitted by Section 8.3 and any mergers, consolidations, dispositions, dissolutions and liquidations permitted pursuant to Section 8.7; (vii) constitutes Dispositions in which (I) the assets subject to such Disposition are sold for fair value, as determined by the Borrower in good faith, (II) at least 75% of the aggregate sales price consideration therefor is cash or Cash Equivalent Investments, (III) no Specified Event of Default has occurred and is continuing or would result from any one such Disposition shall be paid in cash at the closing making of such Disposition or within 30 days thereafter, and (CIV) immediately prior the amount of assets Disposed of pursuant to and immediately after giving effect to any such Disposition, there this clause (vii) does not exist exceed $1,000,000 in the aggregate in any Fiscal Year (provided, that any unused portion pursuant to this clause (vii) for any Fiscal Year may be carried forward to the immediately succeeding Fiscal Year); (viii) constitutes the cancellation, termination or surrender by any Loan Party or any Subsidiary of any Loan Party of any lease in the ordinary course of business; (ix) constitutes the unwinding of any Hedging Obligation in accordance with its terms; (x) constitutes (i) a Defaultlease or sublease of property (other than of Intellectual Property) to other Persons or (ii) a non-exclusive license or non-exclusive sublicense to suppliers, service providers, customers and (D) distributors in connection with any Disposition permitted by the development or commercialization of Products, in each case of this clause (vix), in the ordinary course of business not materially interfering with the business of Borrower and its Subsidiaries taken as a whole; (xi) where the cash and noncash consideration (whether in one or a series of transactions) exceeds $100,000, an Authorized Officer of the Borrowersubject to

Permitted Dispositions. None Borrower may, and to the extent required, Tower Holdings may, after obtaining any necessary FCC consents, convey, transfer or otherwise dispose of the Borrower or any of the Subsidiaries will Dispose of any of all its assets rights (including accounts receivable and Capital Securities of Subsidiariesany FCC Authorizations) with respect to any Person in one transaction or series of transactions unless such Disposition (i) is inventoryall assets related to WCHR-AM, and nonlicensed to Trenton, New Jersey, (ii) the expanded AM radio band relating to WTTM-exclusive licenses of Intellectual Property in connection therewithAM, or obsoletelicensed to Princeton, damagedNew Jersey, worn out or surplus (iii) the real property located at 00 Xxxxxxxxxx Xxxx, Xxxx Xxxxxxx, Xxx Xxxxxx (including fixed assets no longer used or useful in the business of "Washington Road Transfer"), provided the Borrower and its Subsidiaries Commerce Bank Liens are terminated at the time of such DispositionTransfer, or (iv) Disposed of in the ordinary course of its businessTower Holdings; provided, (iix) is a transaction permitted by Section 8.7, (iii) is a license for the use of the Intellectual Property of the Borrower, or any Tower Holdings in the case of the SubsidiariesWashington Road Transfer, receives at the time of such conveyance, transfer or disposition, consideration at least equal to the fair market value of such assets, determined at such conveyance, transfer or disposition, (y) such consideration is in the form of cash, and (z) such conveyance, transfer or disposition is negotiated on an arm's length basis and made to a Person who is not an Affiliate (each a "Permitted Disposition" or collectively, the "Permitted Dispositions"). All Net Proceeds received by Borrower from any Permitted Disposition shall be applied to the Obligations in the manner specified in Section 1.4(B) if a Default or Event of Default has occurred or is continuing at the time any such Permitted Disposition is consummated. So long as no Default or Event of Default has occurred and is continuing at the time any such Permitted Disposition is consummated, fifty percent (50%) of such Net Proceeds shall be applied to the Obligations in the manner specified in Section 1.4(B) and the remaining fifty percent (50%) of such Net Proceeds received by Borrower shall be retained by Borrower and used for general partnership purposes permitted by this Agreement; provided, that, in each instance that the event the consummation of the purchase by Borrower of, and the FCC approved assignment of the FCC Authorization for, WOBM is approved by Borrower’s accelerated (or such Subsidiary’s) Board of Directors and which could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory, including but not limited to field of use, and that may be exclusive as to territory only as to discrete geographical areas outside of the United States, (iv) is additional deposits are made pursuant to the definition WOBM Purchase Agreement) and such consummation occurs or additional deposits are made on a date which is within fifteen (15) days after the receipt of Permitted Joint Venturesuch Net Proceeds and such consummation occurs or additional deposits are made on or before July 1, 2000, and no Default or Event of Default has occurred and is continuing, twenty percent (v20%) (A) is on fair market value terms in an arms-length transaction; provided that in no event shall the aggregate cumulative amount of cash and noncash consideration payable in connection with Dispositions exceed $3,000,000, (B) not less than 75% of the aggregate sales price from any one such Disposition Net Proceeds shall be paid applied to the Obligations in cash at the closing manner specified in Section 1.4(B) and the remaining eighty percent (80%) of such Disposition Net Proceeds shall be used by Borrower to make additional deposits pursuant to the WOBM Purchase Agreement or within 30 days thereafter, (C) immediately prior to and immediately after giving effect to any such Disposition, there does not exist a Default, and (D) in connection with any Disposition permitted by this clause (vi) where pay the cash and noncash consideration (whether in one or a series of transactions) exceeds $100,000, an Authorized Officer of the Borrowerpurchase price for WOBM.

Permitted Dispositions. None (a) Subject to the provisions of this Section 12.15 and the requirements contained in the definition of Permitted Dispositions, the Borrower may effect one or any of the Subsidiaries will Dispose of any of its assets (including accounts receivable and Capital Securities of Subsidiaries) to any Person in one transaction or series of transactions unless such Disposition more Permitted Dispositions, so long as (i) is inventory, cash and non-exclusive licenses of Intellectual Property cash proceeds received in connection therewithwith all such Permitted Dispositions in excess of $8,500,000 are used (a) prior to the Commitment Termination Date to repay Term Loans, Swingline Loans and Revolving Loans pursuant to Sections 4.1 and 4.2 or obsolete, damaged, worn out (b) on or surplus property after the Commitment Termination Date to repay Supplemental Term Loans pursuant to Section 4.5; (including fixed assets ii) no longer used or useful Event of Default is in the business of the Borrower and its Subsidiaries existence at the time of such the consummation of a Permitted Disposition or would exist after giving effect thereto; (iii) each Permitted Disposition shall be an arm's-length transaction for fair market value (as determined by the management of the Borrower in good faith) and shall involve a purchaser who is not an Affiliate of the Borrower; (iv) the Borrower shall have given the Agent and the Banks at least three Business Days prior written notice of a Permitted Disposition; (v) Disposed the Borrower shall have delivered to the Agent an officer's certificate executed by the chief financial officer of in the ordinary course Borrower, certifying as to compliance with the requirements of its businesspreceding clauses (i), (ii) is a transaction permitted by Section 8.7, and (iii); and (vi) is a license such sale or closure complies with the other requirements of this Section 12.15. Notwithstanding anything to the contrary in Section 8.9, the Borrower will not permit the total annual EBITDA of all Permitted Disposition Stores to exceed $1 million. For purpose of the foregoing, each Permitted Disposition Store's EBITDA shall be computed by annualizing the store's EBITDA for the use fiscal quarter immediately preceding its disposition. The consummation of the Intellectual Property of the Borrower, or any of the Subsidiaries, in each instance that is approved by Borrower’s (or such Subsidiary’s) Board of Directors and which could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory, including but not limited to field of use, and that may be exclusive as to territory only as to discrete geographical areas outside of the United States, (iv) is pursuant to the definition of Permitted Joint Venture, or (v) (A) is on fair market value terms in an arms-length transaction; provided that in no event shall the aggregate cumulative amount of cash and noncash consideration payable in connection with Dispositions exceed $3,000,000, (B) not less than 75% of the aggregate sales price from any one such Disposition shall be paid deemed to be a representation and warranty by the Borrower that all conditions thereto have been satisfied and that same is permitted in cash at accordance with the closing terms of such Disposition or within 30 days thereafterthis Agreement, (C) immediately prior which representation and warranty shall be deemed to be a representation and immediately after giving effect to any such Dispositionwarranty for all purposes hereunder, there does not exist a Defaultincluding, without limitation, Sections 6 and (D) in connection with any Disposition permitted by this clause (vi) where the cash and noncash consideration (whether in one or a series of transactions) exceeds $100,000, an Authorized Officer of the Borrower9.

Permitted Dispositions. None of Holdings, the Borrower or any of the Subsidiaries will Dispose of any of its assets (including accounts receivable and Capital Securities of the Borrower or Subsidiaries) to any Person in one transaction or series of transactions unless such Disposition (i) is inventory, and non-exclusive licenses of Intellectual Property in connection therewith, inventory or obsolete, damaged, worn out or surplus property (including fixed assets no longer used or useful in the business of the Borrower and its Subsidiaries at the time of such Disposition) Disposed of in the ordinary course of its business, (ii) is a transaction permitted by Section 8.7, (iii) Dispositions of equipment or real property to the extent that (i) such property is a license exchanged for credit against the use purchase price of similar replacement property or (ii) the Intellectual Property proceeds of such Disposition are reasonably promptly applied to the Borrower, or any purchase price of the Subsidiaries, in each instance that is approved by Borrower’s (or such Subsidiary’s) Board of Directors and which could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory, including but not limited to field of use, and that may be exclusive as to territory only as to discrete geographical areas outside of the United States, replacement property; (iv) is pursuant Dispositions of inventory by the Borrower or any Guarantor to the definition Borrower or any Guarantor, in the ordinary course of Permitted Joint Venturebusiness, or consistent with past practice; (v) (A) is on fair market value terms in an arms-length transaction; provided that in no event shall the aggregate cumulative amount Dispositions of cash and noncash consideration payable materially delinquent accounts receivable in connection with Dispositions exceed $3,000,000the collection or compromise thereof in the ordinary course of business, (B) not less than 75% consistent with past practice, but excluding for the avoidance of the aggregate sales price from doubt any one such Disposition shall be paid in cash at the closing of such Disposition or within 30 days thereafter, (C) immediately prior to and immediately after giving effect to any such Disposition, there does not exist a Default, and (D) in connection with any securitization, factoring or similar transaction, or for the purpose of providing financing; (vi) Dispositions of cash and Cash Equivalents; (vii) Dispositions as a result of condemnation; (viii) issuances of Qualified Capital Securities of Holdings and its Subsidiaries otherwise permitted hereunder; and (ix) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 8.8; provided that (a) at the time of such Disposition, no Event of Default shall exist or would result from such Disposition permitted by and (b) the aggregate book value of all property Disposed of in reliance on this clause (vix) where the cash and noncash consideration (whether in one or a series of transactions) exceeds any Fiscal Year shall not exceed $100,000, an Authorized Officer of the Borrower.

Permitted Dispositions. None of the The Borrower or will not, and will not permit any of the its Subsidiaries will to, Dispose of any of its the Borrower's or such Subsidiaries' assets (including accounts receivable and Capital Securities Stock of Subsidiaries) to any Person Person, including to a Subsidiary, in one transaction or series of transactions unless (a) subject to clause (f) below, such Disposition (i) is inventory, and non-exclusive licenses of Intellectual Property in connection therewith, inventory or obsolete, damaged, worn out or surplus property (including fixed assets no longer used or useful in the business of the Borrower and its Subsidiaries at the time of such Disposition) Disposed of obsolete equipment sold in the ordinary course of its business, (b) (i) such Disposition is for not less than the fair market value of the assets to be Disposed, (ii) the consideration received by the Borrower or applicable Subsidiary consists of at least 80% cash and (iii) the net book value of such assets, together with the net book value of all other assets Disposed of pursuant to this clause (b) in the Fiscal Year during which such Disposition is to occur, does not exceed $1,500,000 (provided that, immediately upon any such Disposition the Debt to EBITDA Ratio shall be recalculated excluding the cash earnings attributable to the assets so Disposed (excluding any gain or any losses attributable to such Disposition)), (c) such Disposition is permitted by clause (a) of Section 7.2.10, (d) such Disposition is a Permitted Lease Disposition, (e) such Disposition is of Excluded Real Property or other real property which the Borrower reasonably determines is immaterial to the present and projected operations of either Mine and which property's fair market value, when combined with the fair market value of all other immaterial real property Disposed of pursuant to this clause (e) in the Fiscal Year during which such Disposition is to occur, does not exceed $2,000,000, (f) such Disposition is of Norilsk Palladium or any other palladium acquired from Norilsk or any of its Affiliates for consideration consisting of 100% cash upon delivery or within thirty days thereafter, (g) (i) such Disposition is of real property which the Borrower reasonably determines is immaterial to the present and projected operations of either Mine, (ii) the consideration received by the Borrower or applicable Subsidiary is real property of substantially similar value, (iii) the Administrative Agent receives a first priority security interest in such real property and (iv) the net book value of such real property, when combined with the aggregate net book value of all other real property Disposed of pursuant to this clause (g) in the Fiscal Year during which such Disposition is to occur, does not exceed $2,000,000 or (h) such Disposition is pursuant to a transaction permitted by Section 8.77.2.15; provided, (iii) is a license for however, that the use Disposition of the Intellectual Property any of the Borrower, 's interests in either Mine or any of the Subsidiaries, mineral interests in each instance that is approved by Borrower’s (or such Subsidiary’s) Board of Directors and which could the X-X Reef would not result constitute a Disposition conducted in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory, including but not limited to field of use, and that may be exclusive as to territory only as to discrete geographical areas outside of the United States, (iv) is pursuant to the definition of Permitted Joint Venture, or (v) (A) is on fair market value terms in an arms-length transaction; provided that in no event shall the aggregate cumulative amount of cash and noncash consideration payable in connection with Dispositions exceed $3,000,000, (B) not less than 75% of the aggregate sales price from any one such Disposition shall be paid in cash at the closing of such Disposition or within 30 days thereafter, (C) immediately prior to and immediately after giving effect to any such Disposition, there does not exist a Default, and (D) in connection with any Disposition permitted by this clause (vi) where the cash and noncash consideration (whether in one or a series of transactions) exceeds $100,000, an Authorized Officer of the Borrower's ordinary course of business for purposes of this Section 7.2.11.

Permitted Dispositions. None of Holdings, the Borrower or any of the Subsidiaries will Dispose of any of its assets (including accounts receivable and Capital Securities of the Borrower or Subsidiaries) to any Person in one transaction or series of transactions unless such Disposition related transactions, other than: (ia) is inventory, and non-exclusive licenses Dispositions of Intellectual Property in connection therewith, inventory or of obsolete, damaged, worn out or surplus property (including fixed assets no longer used or useful in the business of the Borrower and its Subsidiaries at the time of such Disposition) Disposed of in the ordinary course of its business, ; (iib) is Dispositions pursuant to a transaction permitted by Section 8.7, ; (iiic) is a license for other Dispositions not to exceed €5,000,000 in the use aggregate over the term of this Agreement so long as (x) at least 75% of the consideration received from such Disposition is in the form of cash or Cash Equivalent Investments and (y) no Default or Event of Default shall have occurred and be continuing at the time of, or would result from, such Disposition; provided that no sale or other transfer of any Intellectual Property that is material to the business of any Loan Party shall be permitted pursuant to this clause (c); (d) Dispositions of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property; (e) Dispositions of property as a result of a Casualty Event; (f) the leasing or subleasing of real property in the ordinary course of business and which do not, in the reasonable judgment of the Borrower, or any materially interfere with the business of Holdings, the Borrower and the Subsidiaries, taken as a whole; (g) Dispositions of accounts receivable in each instance that is approved by Borrower’s (or such Subsidiary’s) Board the ordinary course of Directors and which could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory, including but not limited to field of use, and that may be exclusive as to territory only as to discrete geographical areas outside of the United States, (iv) is pursuant to the definition of Permitted Joint Venture, or (v) (A) is on fair market value terms in an arms-length transaction; provided that in no event shall the aggregate cumulative amount of cash and noncash consideration payable business in connection with Dispositions exceed $3,000,000the settlement of any dispute related thereto or otherwise in connection with customary early payment programs, rebate programs or volume incentive programs conducted by Holdings, the Borrower and the Subsidiaries in the ordinary course of business and consistent with past practice; (h) licensing, co-licensing and cross-licensing arrangements with respect to any Products and/or any Intellectual Property of Holdings, the Borrower or the Subsidiaries (i) set forth in Schedule 8.8 (provided that any exclusive licensing arrangement shall be a bona fide, customary license arrangement and shall be approved by the Supervisory Board of Holdings), (Bii) not less than 75% constituting Non-Core Assets or (iii) otherwise entered into in the ordinary course of business on a non-exclusive basis; (i) abandonments, cancellations or lapses of Intellectual Property, or issuances or registrations or applications for issuances or registrations of Intellectual Property, which, in the reasonable good faith determination of the aggregate sales price from Borrower are no longer economical to maintain in light of its use; (j) terminations or unwinds of any one hedging, derivative or swap agreement permitted hereunder; (k) sales, transfers, contributions or other conveyances of any Non-Core Assets; (l) issuances of Capital Securities in the form of directors’ qualifying shares as required by applicable Laws; (m) Dispositions between or among Loan Parties, so long as such Disposition shall be paid does not adversely affect the Liens in cash at favor of the closing of such Disposition or within 30 days thereafter, (C) immediately prior to and immediately after giving effect Secured Parties in the property that is subject to any such Disposition; (n) Dispositions between or among Subsidiaries that are not Loan Parties; (o) a sale or other Disposition of any priority review voucher received by Holdings or any of its Subsidiaries with respect to its Chikungunya Disease vaccine; and (p) Dispositions from any Loan Party to any Subsidiary that is not a Loan Party in an aggregate amount over the term of this Agreement not to exceed, there does when combined with any outstanding Indebtedness of any Subsidiary that is not exist a DefaultGuarantor owing to the Borrower or any Guarantor pursuant to Section 8.2(i)(ii) and any outstanding Investments by any Loan Party in or to any Subsidiary that is not a Guarantor pursuant to Section 8.5(h)(i), €5,000,000, provided that no sale or other transfer of any Intellectual Property that is material to the business of any Loan Party shall be permitted pursuant to this clause (q); provided further that Holdings, the Borrower and the Subsidiaries may not consummate any Disposition of any assets necessary to satisfy in all material respects the obligations of Holdings, the Borrower and the Subsidiaries under any Key Contract (other than any Disposition permitted pursuant to clause (m)). To the extent that any Collateral is sold in a transaction that is permitted by this Section 8.8 to any Person that is not a Loan Party, such Collateral shall be sold free and clear of the Liens in favor of the Secured Parties, which Liens shall be automatically released upon the consummation of such sale, and the Administrative Agent shall take any actions and execute any consent, release or termination documentation reasonably requested by the Borrower in order to evidence or effect the foregoing. To the extent that any Collateral is Disposed of to a Person that is not a Loan Party, which Disposition consists of a license, co-license, cross-license, sublicense, lease, sublease or other similar arrangement with respect to any Product (Dincluding any R&D Product and/or any Non-Core Asset) or any related Intellectual Property or other property, in each case, to the extent constituting Collateral, the Administrative Agent shall enter into any subordination agreement, non-disturbance agreement or consent documentation reasonably requested by the Borrower and in form reasonably acceptable to the Required Lenders in connection with any Disposition permitted by this clause (vi) where the cash and noncash consideration (whether consummation of, or in one or a series of transactions) exceeds $100,000order to consummate, an Authorized Officer of the Borrowersuch Disposition.