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, transfer, or otherwise dispose of any of its assets or property (including accounts receivable and capital stock of Subsidiaries), or forgive, release or compromise any amount owed to such Obligor or Subsidiary, in each case, in any single transaction or series of transactions (any thereof, an “Asset Sale”), except (so long as such proposed Asset Sale does not result in, or could not reasonably be expected to result in, an Event of Default): (a) sales or leases of inventory in the ordinary course of its business on ordinary business terms; (b) the forgiveness, release, discounts or compromise of any amount owed to any Obligor or Subsidiary in the ordinary course of business; (c) Asset Sales that constitute licenses of Intellectual Property in the ordinary course of business that are not otherwise prohibited by Section 9.13; (d) transfers of assets or property (other than any Material Intellectual Property) by any Subsidiary Guarantor to any Obligor; (e) dispositions of any assets or property (other than any Material Intellectual Property) that is obsolete or worn out or no longer used or useful in the business; (f) dispositions resulting from Casualty Events; (g) in connection with any transaction permitted by Sections 9.02, 9.03, 9.05 and 9.06; (h) disposition of cash or Permitted Cash Equivalent Investments; and (i) so long as no Default or Event of Default has occurred and is continuing at the time of such sale, other Asset Sales not to exceed $250,000 in the aggregate per fiscal year.

Sales of Assets, Etc. Such Obligor will not, and will not permit any of its Subsidiaries to, sell, lease, transfer, or otherwise dispose of any of its assets or property (including accounts receivable and capital stock of Subsidiaries), or forgive, release or compromise any amount owed to such Obligor or Subsidiary, in each case, in any single transaction or series of transactions (any thereof, an “Asset Sale”), except (so long as such proposed Asset Sale does not result in, or could not reasonably be expected to result in, an Event of Default): (a) sales or leases of inventory in the ordinary course of its business on ordinary business terms; (b) the forgiveness, release, discounts or compromise of any amount owed to any Obligor or Subsidiary in the ordinary course of business; (c) Asset Sales that constitute licenses of Intellectual Property in the ordinary course of business that are not otherwise prohibited by Section 9.13; (d) transfers of assets or property (other than any Material Intellectual Property) by any Subsidiary Guarantor to any Obligor; (e) dispositions of any assets or property (other than any Material Intellectual Property) that is obsolete or worn out or no longer used or useful in the business; (f) dispositions resulting from Casualty Events; (g) in connection with any transaction permitted by Sections 9.02, 9.03, 9.05 and 9.06; (h) disposition of cash or Permitted Cash Equivalent Investments; and; (i) so long as no Default or Event of Default has occurred and is continuing at the time of such sale, other Asset Sales not to exceed $250,000 in the aggregate per fiscal year; and (j) a sale of the North Carolina Business in accordance with Section 8.27 provided that (i) such sale results in the repayment in full of all “Obligations” (as defined in the Parent Credit Agreement) and (ii) the Obligors shall have come to an agreement with Pfizer as to the amount of, and as to the repayment of, the obligations owed by the Obligors to Pfizer, that is acceptable to the Administrative Agent in its sole discretion.

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 assets or property (including accounts receivable and capital stock Equity Interests of Subsidiaries), or forgive, release or compromise any amount owed to such Obligor or Subsidiary, in each case, in any single one (1) transaction or series of transactions (any thereof, an “Asset Sale”), except (so long as such proposed Asset Sale does not result in, or could not reasonably be expected to result in, an Event of Default):except: (a) sales or leases of inventory in the ordinary course of its business on ordinary business termsbusiness; (b) cash and Permitted Cash Equivalents pursuant to transactions not prohibited under this Agreement; (c) the forgiveness, release, discounts release or compromise of any amount owed to any Obligor or Subsidiary in the ordinary course of business; (cd) Asset Sales that constitute outbound licenses of Intellectual Property in the ordinary course of business that are not otherwise prohibited by permitted pursuant to Section 9.139.13(b); (de) transfers of assets or property (other than any Material Intellectual Property) properties by any Subsidiary Guarantor to any other Obligor, so long as such transfer could not reasonably be expected to result in an Event of Default; (ef) dispositions of any assets or property (other than any Material Intellectual Property) that is obsolete or worn out or no longer used or useful in the business; (f) dispositions resulting from Casualty EventsBusiness, so long as the value of such disposed assets or property does exceed $200,000 in the aggregate in any fiscal year; (g) in connection with any transaction permitted by under Sections 9.029.02(j), 9.03, 9.05 and 9.06;9.03 or 9.05; and (h) disposition any other asset or part of cash or Permitted Cash Equivalent Investments; and its business (iother than Material Intellectual Property) so long as no Default or Event of Default has occurred and is continuing at the time value of such sale, other Asset Sales transfers does not to exceed $250,000 100,000 (or the Equivalent Amount in the aggregate per other currencies) during any fiscal year.