Sales of Assets and Subsidiary Stock. (a) The Company will not, and will not permit any Restricted Subsidiary to, make any Asset Disposition unless:
(1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value of the shares and assets subject to such Asset Disposition;
(2) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash, Temporary Cash Investments or Additional Assets; and
(3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Restricted Subsidiary, as the case may be,
(A) first, to the extent the Company or any Restricted Subsidiary elects (or is required by the terms of any Indebtedness), to prepay or repay, purchase, repurchase, redeem, retire, defease or otherwise acquire for value Indebtedness of the Company or any Restricted Subsidiary, other than Indebtedness that is either unsecured or is Pari Passu Debt or Indebtedness that is subordinate or junior in right of payment to the Notes and the Note Guarantees;
(B) second, to the extent of the balance of Net Available Cash after application in accordance with clause (A), to the extent the Company or such Restricted Subsidiary elects, to invest in Additional Assets or any capitalized expense related thereto (including by means of an Investment in Additional Assets or any capitalized expense related thereto by a Restricted Subsidiary with Net Available Cash received by the Company or a Restricted Subsidiary);
(C) third, to the extent of the balance of such Net Available Cash not applied in accordance with clauses (A) and (B) within 366 days from the later of such Asset Disposition or the receipt of such Net Available Cash (provided, however, that such 366-day period shall be extended by up to 180 days to the extent a binding contractual commitment to reinvest in or purchase Additional Assets or any capitalized expense related thereto shall have been entered into by such 366th day to the extent such commitment remains in effect and the planned reinvestment or purchase has not been abandoned or cancelled), to make an Excess Proceeds Offer (as defined in paragraph (b) of this Section 4.10) to purchase Notes pursuant to and subject to the conditions set forth in paragraph (b) of this Section 4.10, subject to proration as described in paragraph (b) below or an offer to purchase any other Public Debt or similar securities of the Compa...
Sales of Assets and Subsidiary Stock. The Parent and Borrower will not, and will not permit any Subsidiary to, directly or indirectly, consummate any Asset Disposition unless:
(a) the Parent or such Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Borrower's board of directors, of the shares and assets subject to such Asset Disposition;
(b) the terms and conditions of such Asset Disposition were obtained through an arm's-length negotiation; and
(c) at least 75% of the consideration therefor received by the Parent or such Subsidiary is in the form of cash or Cash Equivalents; provided that for the purposes of this paragraph (c), the amount of (i) any liabilities (as shown on the Parent's or the applicable Subsidiary's most recent balance sheet (or in the notes thereto)) of the Parent or any Subsidiary (other than liabilities that by their terms are subordinated to the obligations with respect to the Loans) that are assumed by the transferee of any such assets and from which the Parent and any Subsidiary have been validly released by all creditors in writing and (ii) any securities received by the Parent or any Subsidiary from such transferee that are converted into cash (to the extent of the cash received) within 180 days following the closing of such Asset Disposition shall be deemed to be cash for the purposes of this Section 6.07.
Sales of Assets and Subsidiary Stock. Convey, sell, lease or otherwise dispose of (or agree to do any of the foregoing without the Agent's prior written consent) all or any part of the property or assets of a Subsidiary of Borrower with a value in excess of $1,000,000 unless Borrower or such Subsidiary receives consideration at the time of such disposition at least equal to the fair market value, as determined in good faith by the board of directors of such Person (including a determination as to the value of all noncash consideration), of the shares and assets subject to such disposition. The Net Sale Proceeds of any disposition shall be applied in the manner set forth in SECTION 4.3.
Sales of Assets and Subsidiary Stock. The Company will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition. Limitation on Affiliate Transactions.
Sales of Assets and Subsidiary Stock. Convey, sell, lease or otherwise dispose of (or agree to do any of the foregoing without the Agent's prior written consent) all or any part of the property or assets of a Subsidiary of Borrower with a value in excess of $1,000,000 unless Borrower or such Subsidiary receives consideration at the time of such disposition at least equal
Sales of Assets and Subsidiary Stock. 5.1 The Parent will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless:
(a) the Parent or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors of the Parent, of the shares and assets subject to such Asset Disposition (including, for the avoidance of doubt, if such Asset Disposition is a Permitted Asset Swap);
(b) in any such Asset Disposition, or series of related Asset Dispositions (except to the extent the Asset Disposition is a Permitted Asset Swap), at least 75% of the consideration from such Asset Disposition (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) received by the Parent or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; and
(c) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Parent or such Restricted Subsidiary, as the case may be:
Sales of Assets and Subsidiary Stock. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: the Company or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors of the Company, of the shares and assets subject to such Asset Disposition (including, for the avoidance of doubt, if such Asset Disposition is a Permitted Asset Swap); in any such Asset Disposition, or series of related Asset Dispositions (except to the extent the Asset Disposition is a Permitted Asset Swap), at least 75% of the consideration from such Asset Disposition (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; and the Company or any of its Restricted Subsidiaries, at its respective option, will apply such Net Available Cash from any Asset Disposition:
Sales of Assets and Subsidiary Stock. (a) The Parent Guarantor shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any Asset Disposition unless:
Sales of Assets and Subsidiary Stock. Make any Asset Disposition unless the Borrower or such Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value, as determined in good faith by the board of directors of such Person (including a determination as to the value of all noncash consideration), of the shares and assets subject to such Asset Disposition. The Net Proceeds of any Material Asset Disposition shall be applied in the manner set forth in SECTION 2.8(b). Notwithstanding the foregoing, Hearth-Tech may issue such shares of its capital stock as are necessary in connection with any conversion related to those certain $12,000,000 in original aggregate principal amount of 7% Convertible Debentures of Heatilator, Inc. and/or those certain $53,000,000 in original aggregate principal amount of 5.5% Convertible Debentures of Hearth-Tech.
Sales of Assets and Subsidiary Stock. Convey, sell, lease or otherwise dispose of all or any part of the property or assets of Borrower or any Subsidiary of Borrower except for (i) sales or dispositions of assets for fair market value (as determined by the board of directors of Borrower), provided that the net cash proceeds of such sales or dispositions, when aggregated with all other such sales or dispositions occurring on or after November 19, 2003 do not exceed $250,000; (ii) sales or dispositions of assets contemplated by the BMG Harvesting Plan provided that the Net Sale Proceeds thereof are paid directly by the purchasers thereof to the Agent; and (iii) the sale for fair market value (as determined by the board of directors of Borrower) of the owned real property located in Azusa, California provided that the Net Sale Proceeds thereof are paid directly by the purchaser to the Agent; provided, however, that the Net Sale Proceeds of any sale or disposition permitted under clauses (i) or (iii) above are applied in the manner required by Section 4.3(c) and any sale or disposition permitted by clause (ii) above is applied in the manner required by the BMG Harvesting Payment Schedule."
