Common use of Sales of Assets, Etc Clause in Contracts

Sales of Assets, Etc. Such Obligor will not, and will not permit any of its Subsidiaries to, sell, lease, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its Property (including accounts receivable and capital stock of Subsidiaries) to any Person in one transaction or series of transactions (any thereof, an “Asset Sale”), except: (a) transfers of cash in the ordinary course of its business for equivalent value; (b) sales of inventory in the ordinary course of its business on ordinary business terms; (c) development and other collaborative arrangements where such arrangements provide for the licenses or disclosure of Patents, Trademarks, Copyrights or other Intellectual Property rights in the ordinary course of business and consistent with general market practices where such license requires periodic payments based on per unit sales of a product over a period of time and provided that such licenses must be true licenses as opposed to licenses that are sales transactions in substance; (d) transfers of Property by any Subsidiary Guarantor to any other Obligor from the same country of organization of such Subsidiary Guarantor; (e) dispositions of any Property that is obsolete or worn out or no longer used or useful in such Obligor’s business; (f) to comply with the requirements of section 7f of the German Social Security Code Part IV (Sozialgesetzbuch IV) or section 4 of the German Act for the Improvement of Occupational Pension Schemes (Gesetz zur Verbesserung der betrieblichen Altersversorgung); (g) any transaction permitted under Section 9.03 or 9.05; and (h) any other Disposition the Net Cash Proceeds of which are applied as required under Section 3.03(b)(i).

Sales of Assets, Etc. Such Obligor will not, and will not permit any of its Subsidiaries to, sell, lease, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its Property (including accounts receivable and capital stock of Subsidiaries) to any Person in one transaction or series of transactions (any thereof, an “Asset Sale”), except: (a) transfers of cash in the ordinary course of its business for equivalent value; (b) sales of inventory in the ordinary course of its business on ordinary business terms; (c) development and other collaborative arrangements where such arrangements provide for the licenses or disclosure of Patents, Trademarks, Copyrights or other Intellectual Property rights in the ordinary course of business and consistent with general market practices where such license requires periodic payments based on per unit sales of a product over a period of time and provided that such licenses must be true licenses as opposed to licenses that are sales transactions in substance; (d) transfers of Property by any Subsidiary Guarantor to any other Obligor from the same country of organization of such Subsidiary Guarantor; (e) dispositions of any Property that is obsolete or worn out or no longer used or useful in such Obligor’s businessthe Business; (f) to comply with the requirements of section 7f of the German Social Security Code Part IV (Sozialgesetzbuch IV) or section 4 of the German Act for the Improvement of Occupational Pension Schemes (Gesetz zur Verbesserung der betrieblichen Altersversorgung); (g) any transaction permitted under Section 9.03 or 9.05; and (h) any other Disposition the Net Cash Proceeds of which are applied as required under Section 3.03(b)(i).

Sales of Assets, Etc. Such Obligor will not, and will not permit any of its Subsidiaries to, sell, lease, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its Property (including accounts receivable and capital stock of Subsidiaries) to any Person in one transaction or series of transactions (any thereof, an “Asset Sale”), except: (a) transfers of cash in the ordinary course of its business for equivalent value; (b) sales of inventory in the ordinary course of its business on ordinary business terms; (c) development and other collaborative arrangements where such arrangements provide for the licenses or disclosure of Patents, Trademarks, Copyrights or other Intellectual Property rights in the ordinary course of business and consistent with general market practices where such license requires periodic payments based on per unit sales of a product over a period of time and time; provided that each such licenses license does not effect a legal transfer of title to such Intellectual Property rights and that each such license must be a true licenses license as opposed to licenses a license that are is a sales transactions transaction in substance; (d) transfers of Property by any Subsidiary Guarantor to any other Obligor from the same country of organization of such Subsidiary GuarantorObligor; (e) dispositions of any Property that is obsolete or worn out or no longer used or useful in such Obligor’s businessthe Business; (f) to comply with the requirements of section 7f of the German Social Security Code Part IV (Sozialgesetzbuch IV) or section 4 of the German Act for the Improvement of Occupational Pension Schemes (Gesetz zur Verbesserung der betrieblichen Altersversorgung); (g) any transaction permitted under Section 9.03 or 9.05; (g) dispositions of accounts receivables to a third party in connection with the compromise, settlement or collection thereof in the ordinary course of business exclusive of factoring or similar arrangements so long as the account debtor with respect thereto has instituted or consented to the institution of any proceeding under any insolvency laws; (h) dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are reasonably promptly applied to the purchase price of such replacement property; and (hi) any other Disposition the Asset Sale Net Cash Proceeds of which are applied as required under Section 3.03(b)(i).