Common use of Sales of Assets, Etc Clause in Contracts

Sales of Assets, Etc. Unless the prepayment required under Section 3.03(b)(i) simultaneously is made, 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) (i) licenses of Obligor Intellectual Property or other property owned by Obligor which may only be exclusive with respect to geographical location outside the US, provided that such licenses must be true licenses as opposed to licenses that are sales transactions in substance; (ii) non-exclusive licenses of Obligor Intellectual Property; and (iii) licenses in connection with the Excluded IP; (e) transfers of Property by any Subsidiary Guarantor to any other Obligor; (f) dispositions of any Property that is obsolete or worn out or no longer used or useful in the Business; (g) any transaction permitted under Section 9.03 or 9.05; and. (h) other Asset Sales not exceeding $500,000 in the aggregate in any fiscal year.

Sales of Assets, Etc. Unless the prepayment required under Section 3.03(b)(i) simultaneously is made, 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) (i) transfers of Property by any Subsidiary to any Obligor on arm’s length terms or for reasonably equivalent value; or (ii) transfers of Property by any Obligor to another Subsidiary that is not a Subsidiary Guarantor, when added to Investments permitted in reliance on Section 9.05(f)(i), not exceeding $1,500,000 in the aggregate at any time, measured at fair market value; (e) dispositions of any Property that is obsolete or worn out or no longer used or useful in the Business; (f) any transaction permitted under Section 9.03 or 9.05; (g) licenses entered into in the ordinary course of business of Obligor Intellectual Property or other property owned by an Obligor which may only be exclusive with respect respective to geographical location outside the US, provided that such licenses must be true licenses as opposed to licenses that are sales transactions in substance; ; (iih) non-exclusive licenses of Obligor Intellectual PropertyProperty entered into in the ordinary course of business; and (iii) licenses in connection with the Excluded IP;and (e) transfers of Property by any Subsidiary Guarantor to any other Obligor; (f) dispositions of any Property that is obsolete or worn out or no longer used or useful in the Business; (g) any transaction permitted under Section 9.03 or 9.05; and. (hi) other Asset Sales not exceeding $500,000 in the aggregate in any fiscal year.

Sales of Assets, Etc. Unless the Borrower simultaneously makes the prepayment required under Section 3.03(b)(i) simultaneously is made), such Obligor the Borrower 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”), exceptexcept for any of the following: (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 termsterms including to distributors; (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) (i) licenses of Obligor Intellectual Property or other property owned by Obligor which may only be exclusive with respect to geographical location outside the US, provided that such licenses must be true licenses as opposed to licenses that are sales transactions in substance; (ii) non-exclusive licenses of Obligor Intellectual Property; and (iii) licenses in connection with the Excluded IP; (e) transfers of Property by any Subsidiary Guarantor Obligor to any other Obligor; (fe) dispositions of any Property that is obsolete or worn out or no longer used or useful in the Business;; and (gf) any transaction those transactions permitted under Section by Sections 9.03 or 9.05; and. 9.04. Lenders acknowledge and agree that clause (he) other Asset Sales not exceeding $500,000 above includes the right for Borrower to make decisions in the aggregate in ordinary course of business regarding the registration of any fiscal yearof its Intellectual Property, including without limitation, any decisions regarding application, prosecution, abandonment, or cancellation of any such Intellectual Property, without the consent of any Lender.

Sales of Assets, Etc. Unless the prepayment required under Section 3.03(b)(i) simultaneously is made, such 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 valuebusiness; (b) sales of inventory in the ordinary course of its business on ordinary business termsbusiness; (c) development and other collaborative arrangements where such arrangements provide for the licenses under 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 or other consideration and provided that such licenses does not effect a legal transfer of title to such Intellectual Property rights and 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; (e) dispositions of any equipment that is surplus, obsolete or worn out or no longer used or useful in the Business; (f) any transaction permitted under Section 9.03 or 9.05; (g) (i) licenses of Obligor Intellectual Property or other property owned by Obligor which may only be exclusive with respect to geographical location outside the US, provided that such licenses must be true licenses as opposed to licenses that are sales transactions in substance; and (ii) non-exclusive licenses of Obligor Intellectual Property; (h) any other Disposition the Asset Sale Net Proceeds of which are applied as required under Section 3.03(b)(i); (i) the sale or licenses, which may be exclusive, of the Obligor Intellectual Property set forth on Schedule 9.09 relating to the development, commercialization, marketing, distribution and manufacture of the T2HemoStat Panel (and no other field of use); provided that (i) immediately prior to the entry into of such transaction, Borrower has achieved a Market Capitalization of at least $[***] on the date of such entry into such license, (ii) no Obligor Intellectual Property that is sold or licensed on an exclusive basis is necessary or useful for the [***] 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 portions. continued commercialization, marketing, distribution, or manufacture of the Product as it then exists or is then contemplated to exist in the future, and (iii) licenses in connection with prior to, and after giving effect to, the Excluded IPentry into of such transaction, Xxxx XxXxxxxxx (or other Person acceptable to Administrative Agent) remains the chief executive officer of Borrower; (ej) transfers Asset Sales not exceeding $[***] with the consent of Property by any Subsidiary Guarantor Administrative Agent (such consent not to any other Obligorbe unreasonably withheld); (f) dispositions of any Property that is obsolete or worn out or no longer used or useful in the Business; (g) any transaction permitted under Section 9.03 or 9.05; and. (hk) other Asset Sales not exceeding $500,000 [***] in the aggregate in any fiscal year.

Sales of Assets, Etc. Unless the prepayment required under Section 3.03(b)(i) simultaneously is made, such 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 SaleSale ”), except: (a) transfers of cash in the ordinary course of its business for equivalent valuebusiness; (b) sales of inventory in the ordinary course of its business on ordinary business termsbusiness; (c) development and other collaborative arrangements where such arrangements provide for the licenses under 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 or other consideration and provided that such licenses does not effect a legal transfer of title to such Intellectual Property rights and 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; (e) dispositions of any equipment that is surplus, obsolete or worn out or no longer used or useful in the Business; (f) any transaction permitted under Section 9.03 or 9.05 ; (g) (i) licenses of Obligor Intellectual Property or other property owned by Obligor which may only be exclusive with respect to geographical location outside the US, provided that such licenses must be true licenses as opposed to licenses that are sales transactions in substance; and (ii) non-exclusive licenses of Obligor Intellectual Property; (h) any other Disposition the Asset Sale Net Proceeds of which are applied as required under Section 3.03(b)(i) ; (i) the sale or licenses, which may be exclusive, of the Obligor Intellectual Property set forth on Schedule 9.09 relating to the development, commercialization, marketing, distribution and manufacture of the T2HemoStat Panel (and no other field of use); provided that (i) immediately prior to the entry into of such transaction, Borrower has achieved a Market Capitalization of at least $[***] on the date of such entry into such license, (ii) no Obligor Intellectual Property that is sold or licensed on an exclusive basis is necessary or useful for the continued commercialization, marketing, distribution, or manufacture of the Product as it then exists or is then contemplated to exist in the future, and (iii) licenses prior to, and after giving effect to, the entry into of such transaction, Jxxx XxXxxxxxx (or other Person acceptable to Administrative Agent) remains the chief executive officer of Borrower; [***] Certain information in connection this document has been omitted and filed separately with the Excluded IPSecurities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (j) Asset Sales not exceeding $[***] with the consent of Administrative Agent (such consent not to be unreasonably withheld); (e) transfers of Property by any Subsidiary Guarantor to any other Obligor; (f) dispositions of any Property that is obsolete or worn out or no longer used or useful in the Business; (g) any transaction permitted under Section 9.03 or 9.05; and. (hk) other Asset Sales not exceeding $500,000 [***] in the aggregate in any fiscal year.

Sales of Assets, Etc. Unless the prepayment required under Section 3.03(b)(i) simultaneously is made, such 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 valuevalue or in connection with transactions permitted hereunder; (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) (i) transfers of Property by any Obligor to any other Obligor; (ii) transfers of Property by any Subsidiary to any Obligor on arm’s length terms or for reasonably equivalent value; (iii) transfers of Property by any Obligor to another Subsidiary that is not a Subsidiary Guarantor (when considered in the aggregate with such Indebtedness permitted under Section 9.01(f)(iii), Guarantees permitted under Section 9.01(g)(ii) and such Investments permitted in reliance on Section 9.05(e)(iii)) in an amount not exceeding $1,000,000 (or the Equivalent Amount in other currencies) in the aggregate at any time, measured at fair market value; and (iv) transfers of Property by any Subsidiary that is not an Obligor to any other Subsidiary that is not an Obligor; (e) dispositions of any Property that is surplus, obsolete or worn out or no longer used or useful in the Business; (f) any transaction or disposition permitted under Section 9.02, 9.03, 9.05 or 9.06; (g) licenses entered into in the ordinary course of business of Obligor Intellectual Property or other property owned by an Obligor which may only be exclusive with respect respective to geographical location outside the USUnited States, provided that such licenses must be true licenses as opposed to licenses that are sales transactions in substance; ; (iih) non-exclusive licenses of Obligor Intellectual Property; and (iii) licenses Property entered into in connection with the Excluded IPordinary course of business; (ei) transfers of Property by any Subsidiary Guarantor to any other ObligorDisposition; provided that, to the extent required by Section 3.03(b)(i), the Net Cash Proceeds of such Disposition are applied as required under Section 3.03(b)(i); (fj) dispositions Asset Sales resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or assets of Borrower or any Subsidiary, provided that the proceeds thereof are promptly (and in any event not to exceed 90 days) applied to replace such assets; and (k) the abandonment or other disposition of Obligor Intellectual Property that is obsolete or worn out or no longer used useful or useful material to the conduct of the business of Borrower and its Subsidiaries as determined by Borrower in the Business; (g) any transaction permitted under Section 9.03 or 9.05; andits reasonable business judgment. (h) other Asset Sales not exceeding $500,000 in the aggregate in any fiscal year.

Sales of Assets, Etc. Unless the prepayment required under Section 3.03(b)(i) simultaneously is made, 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) (i) licenses of Obligor Intellectual Property or other property owned by Obligor which may only be exclusive with respect to geographical location outside the US, provided that such licenses must be true licenses as opposed to licenses that are sales transactions in substance; (ii) non-exclusive licenses of Obligor Intellectual Property; and (iii) licenses in connection with the Excluded IP;; [***] 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 portions. (e) transfers of Property by any Subsidiary Guarantor to any other Obligor; (f) dispositions of any Property that is obsolete or worn out or no longer used or useful in the Business; (g) any transaction permitted under Section 9.03 or 9.05; and. (h) other Asset Sales not exceeding $500,000 in the aggregate in any fiscal year.

Sales of Assets, Etc. Unless the prepayment required under Section 3.03(b)(i) simultaneously is made, 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 valuebusiness; (b) sales of inventory in the ordinary course of its business on ordinary business termsbusiness; (c) development and other collaborative arrangements where such arrangements provide for the licenses under 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 or other consideration and provided that such licenses must be true licenses as opposed to licenses that are sales transactions in substance; (d) (i) licenses entered into in the ordinary course of business of Obligor Intellectual Property or other property owned by an Obligor which may only be exclusive with respect respective to geographical location outside the US, provided that such licenses must be true licenses as opposed to licenses that are sales transactions in substance; ; (iie) non-exclusive licenses of Obligor Intellectual Property; and (iii) licenses Property entered into in connection with the Excluded IPordinary course of business; (ef) transfers of Property by any Subsidiary Guarantor to any other Obligor; (fg) dispositions of any Property that is obsolete or worn out or no longer used or useful in the Business; (gh) any transaction permitted under Section 9.03 or 9.05; and. (hi) other Asset Sales not exceeding $500,000 250,000 in the aggregate in any fiscal year.