Common use of Sales of Assets and Subsidiary Stock Clause in Contracts

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. 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 ’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'sarm’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 EquivalentsPermitted Investments; provided that for the purposes of this paragraph (c), the amount of (i) any liabilities (as shown on the Parent's ’s or the applicable Subsidiary's ’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. 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 ’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'sarm’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 ’s or the applicable Subsidiary's ’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 6.076.06.

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 ’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'sarm’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 EquivalentsPermitted Investments; provided that for the purposes of this paragraph (c), the amount of (i) any liabilities (as shown on the Parent's ’s or the applicable Subsidiary's ’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 6.076.13.

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 ’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'sarm’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 ’s or the applicable Subsidiary's ’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.