Common use of Restrictions on Asset Sales Clause in Contracts

Restrictions on Asset Sales. (a) So long as any Notes shall remain Outstanding, the Company shall not, and shall not permit any of its Recourse Subsidiaries to, make any Asset Sale, unless (i) the Company or such Recourse Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by its Board of Directors or, in the case of any Asset Sale involving aggregate consideration of $125,000 or less, by the Chief Financial Officer of the Company or, in the case of any Asset Sale involving aggregate consideration of $25,000 or less, by any Vice President) of the Capital Stock or assets to be sold and (ii) the consideration therefor received by the Company or such Recourse Subsidiary is in the form of cash, Cash Equivalents or assets that are useful in the steel business ("Steel Business Assets"); provided that (A) the amount of (x) any liabilities (as shown on the Company's or such Recourse Subsidiary's most recent balance sheet) of the Company or any Recourse Subsidiary (other than contingent liabilities and 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 Recourse Subsidiary from further liability shall be deemed to be cash for purposes of this provision and (y) any non-cash consideration received by the Company or any such Recourse Subsidiary from such transferee that is converted by the Company or such Recourse Subsidiary into cash within 180 days of closing such Asset Sale shall be deemed to be cash for purposes of this provision (to the extent of the cash received), and (B) the Company or such Recourse Subsidiary may accept consideration (including consideration in the form of assumption of liabilities) from such Asset Sale in other than cash, Cash Equivalents and Steel Business Assets if the aggregate fair market value (as determined in good faith by the Company's Board of Directors and evidenced by a Board Resolution) of all consideration from all Asset Sales since the date of this Indenture that is other than cash, Cash Equivalents and Steel Business Assets ("Other Consideration") at the time of such Asset Sale, less the sum of the amount of any cash and Cash Equivalents and the fair market value (as determined in good faith by the Company's Board of Directors and evidenced by a Board Resolution) of any Steel Business Assets realized from, or received in exchange for, any Other Consideration prior to the time of such Asset Sale, does not exceed 5% of total assets at the time of such Asset Sale.

Restrictions on Asset Sales. (a) So long as any Notes shall remain Outstanding, the Company Issuer shall not, and shall not permit any of its Recourse Subsidiaries to, directly or indirectly, make any Asset Sale, unless (i) the Company Issuer (or such Recourse Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value of the shares or assets sold or otherwise disposed of (as determined in good faith by its Board such determination of Directors orfair market value, in the case of any an Asset Sale or a series of related Asset Sales involving assets with an aggregate consideration fair market value in excess of $125,000 or less250,000, being evidenced by the Chief Financial Officer a resolution of the Company or, Board of Directors set forth in an Officers' Certificate and an independent appraisal by an appraiser reasonably acceptable to the case holders of any Asset Sale involving aggregate consideration of $25,000 or less, by any Vice President) 50% of the Capital Stock or assets outstanding principal amount of Securities delivered to be sold and the Trustee), (ii) at least 85% of the consideration therefor received by the Company Issuer or such Recourse Subsidiary is in the form of cash; PROVIDED, Cash Equivalents or assets HOWEVER, that are useful in the steel business ("Steel Business Assets"); provided that (A) the amount of (x) any liabilities (as shown on the CompanyIssuer's or such Recourse Subsidiary's most recent balance sheetsheet or in the notes thereto) of the Company Issuer or any Recourse Subsidiary (other than contingent liabilities and 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 without any further recourse to Issuer or any Subsidiary, including any Indebtedness of a customary novation agreement Subsidiary whose stock is purchased by the transferee, and (y) any notes or other securities received by Issuer or any such Subsidiary from such transferee that releases the Company are immediately converted by Issuer or such Recourse Subsidiary from further liability into cash (to the extent of the cash received) shall be deemed to be cash for purposes of this provision and (y) any non-cash consideration received by the Company or any such Recourse Subsidiary from such transferee that is converted by the Company or such Recourse Subsidiary into cash within 180 days of closing such Asset Sale shall be deemed to be cash for purposes of this provision (to the extent of the cash received)provision, and (Biii) in the Company case of an Asset Sale consisting of a sale by Issuer or any Subsidiary of Capital Stock of any Subsidiary of Issuer, all of the Capital Stock of such Subsidiary that is owned by Issuer or such Recourse Subsidiary may accept consideration (including consideration in the form of assumption of liabilities) from such Asset Sale in other than cash, Cash Equivalents and Steel Business Assets if the aggregate fair market value (as determined in good faith by the Company's Board of Directors and evidenced by a Board Resolution) of all consideration from all Asset Sales since the date of this Indenture that is other than cash, Cash Equivalents and Steel Business Assets ("Other Consideration") at the time of such Asset Sale, less the sum of the amount of any cash and Cash Equivalents and the fair market value (as determined in good faith by the Company's Board of Directors and evidenced by a Board Resolution) of any Steel Business Assets realized from, or received in exchange for, any Other Consideration prior to the time of such Asset Sale, does not exceed 5% of total assets at the time of such Asset Salemust be sold.

Restrictions on Asset Sales. (a) So long as any Notes shall remain Outstanding, the Company TWG International shall not, and shall not permit any of its Recourse Subsidiaries to, directly or indirectly, make any Asset Sale, unless (i) the Company TWG International (or such Recourse Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value of the shares or assets sold or otherwise disposed of (as determined in good faith by its Board such determination of Directors orfair market value, in the case of any an Asset Sale or a series of related Asset Sales involving assets with an aggregate consideration fair market value in excess of $125,000 or less$ 1,000,000, being evidenced by the Chief Financial Officer a resolution of the Company or, Board of Directors set forth in an Officers' Certificate and an independent appraisal by an appraiser reasonably acceptable to the case holders of any Asset Sale involving aggregate consideration of $25,000 or less, by any Vice President) 50% of the Capital Stock or assets outstanding principal amount of Securities delivered to be sold and the Trustee), (ii) at least 85% of the consideration therefor received by the Company Issuer or such Recourse Subsidiary is in the form of cash; provided, Cash Equivalents or assets however, that are useful in the steel business ("Steel Business Assets"); provided that (A) the amount of (x) any liabilities (as shown on the CompanyTWG International's or such Recourse Subsidiary's most recent balance sheetsheet or in the notes thereto) of the Company TWG International or any Recourse Subsidiary (other than contingent liabilities and 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 without any further recourse to TWG International or any Subsidiary, including any Indebtedness of a customary novation agreement Subsidiary whose stock is purchased by the transferee, and (y) any notes or other securities received by TWG International or any such Subsidiary from such transferee that releases the Company are immediately converted by TWG International or such Recourse Subsidiary from further liability into cash (to the extent of the cash received) shall be deemed to be cash for purposes of this provision and (y) any non-cash consideration received by the Company or any such Recourse Subsidiary from such transferee that is converted by the Company or such Recourse Subsidiary into cash within 180 days of closing such Asset Sale shall be deemed to be cash for purposes of this provision (to the extent of the cash received)provision, and (Biii) in the Company case of an Asset Sale consisting of a sale by TWG International or any Subsidiary of Capital Stock of any Subsidiary of TWG International, all of the Capital Stock of such Subsidiary that is owned by TWG International or such Recourse Subsidiary may accept consideration (including consideration in the form of assumption of liabilities) from such Asset Sale in other than cash, Cash Equivalents and Steel Business Assets if the aggregate fair market value (as determined in good faith by the Company's Board of Directors and evidenced by a Board Resolution) of all consideration from all Asset Sales since the date of this Indenture that is other than cash, Cash Equivalents and Steel Business Assets ("Other Consideration") at the time of such Asset Sale, less the sum must be sold. This Section shall not apply to those assets pledged to secure repayment of the amount 12% Secured Convertible Senior Bonds Due 1999, issued by TWG and Trans World Gaming of any cash and Cash Equivalents and the fair market value (as determined in good faith by the Company's Board of Directors and evidenced by a Board Resolution) of any Steel Business Assets realized fromLouisiana, or received in exchange for, any Other Consideration prior to the time of such Asset Sale, does not exceed 5% of total assets at the time of such Asset Sale.Inc.

Restrictions on Asset Sales. (a) So long as any Notes shall remain Outstanding, the Company TWG International shall not, and shall not permit any of its Recourse Subsidiaries to, directly or indirectly, make any Asset Sale, unless (i) the Company TWG International (or such Recourse Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value of the shares or assets sold or otherwise disposed of (as determined in good faith by its Board such determination of Directors orfair market value, in the case of any an Asset Sale or a series of related Asset Sales involving assets with an aggregate consideration fair market value in excess of $125,000 or less1,000,000, being evidenced by the Chief Financial Officer a resolution of the Company or, Board of Directors set forth in an Officers' Certificate and an independent appraisal by an appraiser reasonably acceptable to the case holders of any Asset Sale involving aggregate consideration of $25,000 or less, by any Vice President) 50% of the Capital Stock or assets outstanding principal amount of Securities delivered to be sold and the Trustee), (ii) at least 85% of the consideration therefor received by the Company Issuer or such Recourse Subsidiary is in the form of cash; PROVIDED, Cash Equivalents or assets HOWEVER, that are useful in the steel business ("Steel Business Assets"); provided that (A) the amount of (x) any liabilities (as shown on the CompanyTWG International's or such Recourse Subsidiary's most recent balance sheetsheet or in the notes thereto) of the Company TWG International or any Recourse Subsidiary (other than contingent liabilities and 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 without any further recourse to TWG International or any Subsidiary, including any Indebtedness of a customary novation agreement Subsidiary whose stock is purchased by the transferee, and (y) any notes or other securities received by TWG International or any such Subsidiary from such transferee that releases the Company are immediately converted by TWG International or such Recourse Subsidiary from further liability into cash (to the extent of the cash received) shall be deemed to be cash for purposes of this provision and (y) any non-cash consideration received by the Company or any such Recourse Subsidiary from such transferee that is converted by the Company or such Recourse Subsidiary into cash within 180 days of closing such Asset Sale shall be deemed to be cash for purposes of this provision (to the extent of the cash received)provision, and (Biii) in the Company case of an Asset Sale consisting of a sale by TWG International or any Subsidiary of Capital Stock of any Subsidiary of TWG International, all of the Capital Stock of such Subsidiary that is owned by TWG International or such Recourse Subsidiary may accept consideration (including consideration in the form of assumption of liabilities) from such Asset Sale in other than cash, Cash Equivalents and Steel Business Assets if the aggregate fair market value (as determined in good faith by the Company's Board of Directors and evidenced by a Board Resolution) of all consideration from all Asset Sales since the date of this Indenture that is other than cash, Cash Equivalents and Steel Business Assets ("Other Consideration") at the time of such Asset Sale, less the sum must be sold. This Section shall not apply to those assets pledged to secure repayment of the amount 12% Secured Convertible Senior Bonds Due 1999, issued by TWG and Trans World Gaming of any cash and Cash Equivalents and the fair market value (as determined in good faith by the Company's Board of Directors and evidenced by a Board Resolution) of any Steel Business Assets realized fromLouisiana, or received in exchange for, any Other Consideration prior to the time of such Asset Sale, does not exceed 5% of total assets at the time of such Asset Sale.Inc.

Restrictions on Asset Sales. No member of the Ampex Group --------------------------- or the Sherborne Group shall sell or transfer (aother than in the ordinary course of its business) So long as any Notes shall remain Outstandingasset to any person other than a Non-Affiliate, without the Company shall notprior written consent of Hillside; provided, and however, that this Section 6.2 shall not permit any apply to a sale or transfer of its Recourse Subsidiaries to, make any Asset Sale, unless (i) the Company or such Recourse Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by its Board of Directors or, in the case of any Asset Sale involving aggregate consideration of $125,000 or less, by the Chief Financial Officer of the Company or, in the case of any Asset Sale involving aggregate consideration of $25,000 or less, by any Vice President) of the Capital Stock or assets to be sold and (ii) the consideration therefor received by the Company or such Recourse Subsidiary is in the form of cash, Cash Equivalents or assets that are useful in the steel business ("Steel Business Assets"); provided that if (A) the amount of (x) any liabilities (as shown on the Company's or such Recourse Subsidiary's most recent balance sheet) of the Company or any Recourse Subsidiary (other than contingent liabilities and 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 Recourse Subsidiary from further liability shall be deemed to be cash transaction is for purposes of this provision and (y) any non-cash consideration received by the Company or any such Recourse Subsidiary from such transferee that is converted by the Company or such Recourse Subsidiary into cash within 180 days of closing such Asset Sale shall be deemed to be cash for purposes of this provision (to the extent of the cash received), and (B) the Company or such Recourse Subsidiary may accept consideration (including consideration in the form of assumption of liabilities) from such Asset Sale in other than cash, Cash Equivalents and Steel Business Assets if the aggregate fair market value (as determined in good faith by the Company's Board of Directors and evidenced by a Board Resolution) of all consideration from all Asset Sales since the date of this Indenture that is other than cash, Cash Equivalents and Steel Business Assets ("Other Consideration") at the time of such Asset Sale, less the sum of the amount seller or transferor, using any reasonable method of any cash valuation), and Cash Equivalents written notice thereof shall have been furnished to Hillside within thirty (30) days after such transaction, which notice shall include the nature of the assets, the identity of the purchaser or transferee, and the fair market value (as determined in good faith by of the Company's Board of Directors asset and evidenced by a Board Resolution) of any Steel Business Assets realized fromthe basis for such determination, or received in exchange for(B) the purchaser or transferee is, any Other Consideration prior to the time of such Asset Sale, does not exceed 5% of total assets at the time of the date of such Asset Saletransaction, jointly and severally liable for the Obligations and is not subject to Loan Document Limitations which would impair its ability to perform the Obligations hereunder to a greater extent than the Loan Document Limitations to which the seller or transferor is subject. This shall not apply to (i) any Company Distribution or any distribution which would be a Company Distribution but for Section 1.1(s)(i)-(v), (ii) any transfer pursuant to a merger or consolidation permitted by Section 3.3, (iii) any cash contributions by a member of the Ampex Group to the capital of any direct or indirect subsidiary of the contributor, (iv) transactions in any fiscal year involving individually or in the aggregate less than five percent (5.0%) of the consolidated assets of the seller or transferor as shown on its most recent balance sheet prepared in accordance with GAAP, (v) repayment of any indebtedness of the transferor to the transferee or transfers pursuant to enforcement of a security interest permitted by this Agreement, (vi) loans or advances among or between members of the Sherborne Group or the Ampex Group, or (vii) payment of compensation or remuneration to an individual, nor shall this Section 6.2 be deemed to restrict transfers to the extent such a restriction would violate any of the Loan Document Limitations.

Restrictions on Asset Sales. (a) So long as any Notes 1998 Securities shall remain Outstanding, the Company shall not, and shall not permit any of its Recourse Subsidiaries to, make any Asset Sale, unless (i) the Company or such Recourse Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by its Board of Directors or, in the case of any Asset Sale involving aggregate consideration of $125,000 or less, by the Chief Financial Officer of the Company or, in the case of any Asset Sale involving aggregate consideration of $25,000 or less, by any Vice President) of the Capital Stock or assets to be sold and (ii) the consideration therefor received by the Company or such Recourse Subsidiary is in the form of cash, Cash Equivalents or assets that are useful in the steel business ("Steel Business Assets"); provided that (A) the amount of (x) any liabilities (as shown on the Company's or such Recourse Subsidiary's most recent balance sheet) of the Company or any Recourse Subsidiary (other than contingent liabilities and 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 Recourse Subsidiary from further liability shall be deemed to be cash for purposes of this provision and (y) any non-cash consideration received by the Company or any such Recourse Subsidiary from such transferee that is converted by the Company or such Recourse Subsidiary into cash within 180 days of closing such Asset Sale Sale, shall be deemed to be cash for purposes of this provision (to the extent of the cash received), ) and (B) the Company or such Recourse Subsidiary may accept consideration (including consideration in the form of assumption of liabilities) from such Asset Sale in other than cash, Cash Equivalents and Steel Business Assets if the aggregate fair market value (as determined in good faith by the Company's Board of Directors and evidenced by a Board Resolution) of all consideration from all Asset Sales since the date of this Indenture that is other than cash, Cash Equivalents and Steel Business Assets ("Other Consideration") at the time of such Asset Sale, less the sum of the amount of any cash and Cash Equivalents and the fair market value (as determined in good faith by the Company's Board of Directors and evidenced by a Board Resolution) of any Steel Business Assets realized from, or received in exchange for, any Other Consideration prior to the time of such Asset Sale, does not exceed 5% of total assets at the time of such Asset Sale.all