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 (both presently existing or in the future entered into), including any Permitted Commercialization Arrangement, 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 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(d) transfers of Property by any Subsidiary Guarantor to any other Obligor; (e) dispositions of any Property that is obsolete or worn out or no longer used or useful in the Business; (f) dispositions consisting of the sale, transfer, assignment or other disposition of unpaid and overdue accounts receivable in connection with the collection, compromise or settlement thereof in the ordinary course of business and not as part of a financing transaction; (g) dispositions of equipment to the extent that (i) such equipment is exchanged for credit against the purchase price of similar replacement equipment or (ii) the proceeds of such disposition are applied to the purchase price of such replacement equipment within ***; (h) dispositions resulting from casualty events or any other insured damage to any property or asset of any Obligor or any Obligor’s Subsidiary; (i) any transaction permitted under Section 9.03 or 9.05; and (j) any other Disposition the Asset Sale Net Proceeds of which are applied as required under Section 3.03(b)(i).

Sales of Assets, Etc. Such 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)license, transfer, or otherwise dispose of any of its Property (including accounts receivable and capital stock Equity Interests 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 for equivalent value and inventory in the ordinary course of its business for equivalent valuebusiness; (b) sales or leases of inventory in the ordinary course of its business on ordinary business terms; (c) development and other collaborative arrangements (both presently existing or in the future entered into), including any Permitted Commercialization Arrangement, 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 does not effect a legal transfer of title to such Intellectual Property rights and time; provided, that, such licenses must be true licenses as opposed to licenses that are sales transactions in substancesubstance and that such licenses do not interfere in any respect with the ordinary conduct of, or materially detract from the value of, the business or assets of the Obligors and their Subsidiaries; (d) transfers of Property by any Subsidiary Guarantor Obligor to any other Obligor; (e) dispositions a sale, lease, exclusive license, transfer or other disposition of any Property that is obsolete or worn out or no longer used or useful in connection with the Businessbusiness of Borrower or its Subsidiaries and is not material to the value of the business or assets of Borrower and its Subsidiaries; (f) placements of specialized equipment for manufacturing components of the Product where Borrower retains title to such equipment, provided, that, to the extent such placements of equipment exceed $1,000,000 in aggregate fair market value, equipment with a fair market value exceeding such amount shall be (i) located at venues over which Borrower has delivered to Administrative Agent a Landlord Consent or similar landlord access agreement and Administrative Agent, on behalf of Secured Parties, has a perfected priority lien on such equipment (subject only to Liens described in Section 9.02(e)) and (ii) for venues outside the United States, only where the foreign jurisdiction provides lenders with rights to collateral not materially different from the rights provided to lenders under the Uniform Commercial Code and relevant real estate law in the United States; (g) dispositions consisting of the sale, transfer, assignment or other disposition of unpaid and overdue accounts receivable in connection with the collection, compromise or settlement thereof in the ordinary course of business and not as part of a financing transaction; (gh) dispositions of equipment property to the extent that (i) such equipment property is exchanged for credit against the purchase price of similar replacement equipment property or (ii) the proceeds (determined on an after-tax basis) of such disposition are applied to the purchase price of such replacement equipment property within ***180 days; (hi) dispositions resulting from casualty events or any other insured damage to any property or asset of any Obligor or any Obligor’s Subsidiaryevents; (j) so long as no Event of Default has occurred and is continuing, non-exclusive licenses of Borrower’s Intellectual Property to Foreign Subsidiaries that are terminable, at Majority Lenders’ request, upon the occurrence of an Event of Default unless such Foreign Subsidiaries become Subsidiary Guarantors hereunder; (k) licenses for the use of the Intellectual Property of Borrower or its Subsidiaries (but not to any of Borrower’s Affiliates except for a Permitted Commercialization Arrangement Vehicle) that are approved by Borrower’s Board and which would not result in a legal transfer of title of the licensed property, used either (i) for clinical indications other than epilepsy (which may be exclusive or non-exclusive licenses), (ii) for clinical indications for epilepsy within the United States (which may be non-exclusive licenses only), or (iii) for clinical indications for epilepsy outside the United States to distributors only (which may be non-exclusive licenses, or licenses that are exclusive in scope or geography only); provided, that, in each case such licenses do not interfere in any respect with the ordinary conduct of, or materially detract from the value of, the business or assets of Borrower and its Subsidiaries; (l) nonexclusive licenses of Intellectual Property granted in the ordinary course of business; provided, that, such licenses do not interfere in any respect with the ordinary conduct of, or materially detract from the value of, the business or assets of Borrower and its Subsidiaries; (m) any transaction permitted under Section 9.03 or 9.059.05 (in each case, other than by reference to this Section 9.09); and (jn) the disposition of other Property (other than Intellectual Property); provided, that, (i) at least seventy five percent (75%) of the consideration paid in connection with each such disposition of other Property shall be cash proceeds paid contemporaneously with the consummation of such disposition and (ii) the aggregate net book value of all of the Property disposed of in reliance on this clause (m) in any other Disposition the Asset Sale Net Proceeds of which are applied as required under Section 3.03(b)(i)fiscal year, taken together, shall not exceed $100,000.

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)license, 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 the sale, lease, assignment or other transfer of inventory or Product in the ordinary course of its business on ordinary business termsbusiness; (c) development development, co-promotion, distribution and other collaborative arrangements (both presently existing or in the future entered into), including any Permitted Commercialization Arrangement, 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 licenses 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 (i) any Obligor or Subsidiary to any Obligor or (i) by any Subsidiary Guarantor that is not an Obligor to any other another Subsidiary that is not an Obligor; (e) dispositions of any Property equipment that is surplus, obsolete or worn out or no longer used or useful in the BusinessObligors’ and their Subsidiaries’ business; (f) leases or subleases of real property or non-exclusive licenses or sublicenses of personal property (other than Intellectual Property) to third parties, in each case not interfering with the business of the Obligors; (g) any transaction permitted under Section 9.03, 9.05 or 9.06; (h) Permitted Licenses and Permitted Liens; (i) dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of Borrower, are not material to the conduct of the business of the Obligors; (j) a cancellation of any intercompany Indebtedness among the Obligors and their Subsidiaries permitted to be incurred by Section 9.01(g)(ii) or (r); (k) the termination of any swap contract in connection with Hedging Agreements permitted hereunder; (l) dispositions consisting of the sale, transfer, assignment or other disposition of unpaid and overdue accounts receivable in connection with the collection, compromise or settlement thereof in the ordinary course of business and not as part of a financing transaction (m) the sale, transfer, issuance or other disposition of a de minimis number of shares of the Equity Interests of a Foreign Subsidiary of an Obligor in order to qualify members of the governing body of such Foreign Subsidiary if required by applicable law; (gn) any Involuntary Disposition; (o) exchanges of existing equipment for new equipment that is substantially similar to the equipment being exchanged and that has a value equal to or greater than the equipment being exchanged; (p) dispositions of equipment to the extent that (iA) such equipment is exchanged for credit against the purchase price of similar replacement equipment or (iiB) the proceeds (determined on an after-tax basis) of such disposition are applied to the purchase price of such replacement equipment within ***; (h) dispositions resulting from casualty events or any other insured damage to any property or asset of any Obligor or any Obligor’s Subsidiary; (i) any transaction permitted under Section 9.03 or 9.05replacement; and (jq) any other Disposition Asset Sale the Asset Sale Net Proceeds of which are applied as required under Section 3.03(b)(i); provided that at least 75% of the consideration received in such Asset Sale by such Obligor or such Subsidiary is in the form of cash or Permitted Cash Equivalent Investments.

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)license, transfer, or otherwise dispose of any of its Property (including accounts receivable and capital stock receivable, Equity Interests 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) transfers of Property by any Subsidiary Guarantor to any other Obligor; (d) dispositions of any equipment that is obsolete or worn out or no longer used or useful in the Business; (e) fundamental changes and Acquisitions permitted under Section 9.03, Investments permitted under Section 9.05 and Restricted Payments permitted under Section 9.06 (in each case, other than by reference to this Section 9.09 (or any subclause hereof)); (f) dispositions of real property or equipment to the extent that (i) such property or equipment is exchanged for credit against the purchase price of similar replacement property or equipment or (ii) within 180 days of such disposition, the proceeds of such disposition are reasonably promptly applied to the purchase price of such replacement property or equipment; (g) dispositions of Intellectual Property that is, in the reasonable good faith judgment of the Obligors, no longer economically practicable to maintain or useful in the conduct of the business of the Obligors; (h) write-offs, sales or discounts without recourse on defaulted or past-due accounts receivable and similar obligations, in each case in the ordinary course of business; (i) leases or subleases of real property or non-exclusive licenses or sublicenses of personal property (other than Intellectual Property) to third parties, in each case not interfering with the business of the Obligors and their Subsidiaries; (j) non-exclusive licenses of Intellectual Property granted in the ordinary course of business and not interfering in any respect with the commercialization of any Material Product; (k) terminations of a lease, license or other agreement that is not necessary for the ordinary course of business of the Obligors and would not reasonably be expected to have a Material Adverse Effect or a material adverse effect on the commercialization of any Material Product; (l) any of the transactions described in clauses (a) and (b) of the definition of Permitted Value-Based Care Business Transaction; (m) other Asset Sales; provided that all of the following conditions are met: (i) the market value of assets sold or otherwise disposed of in any single transaction or series of related transactions do not exceed $1,000,000 and the aggregate market value of assets sold or otherwise disposed of during the term of this Agreement do not exceed $5,000,000, (ii) the consideration received is at least equal to the fair market value of such assets, (iii) not less than seventy-five percent (75%) of the consideration received is cash and (iv) no Default or Event of Default shall then exist or result from such sale or other disposition; (n) development and other collaborative arrangements (both presently existing or in the future entered into), including any Permitted Commercialization Arrangement, 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 practices; 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; (do) transfers the unwinding or termination of Property by any Subsidiary Guarantor to any other ObligorHedging Agreements; (e) dispositions of any Property that is obsolete or worn out or no longer used or useful in the Business; (f) dispositions consisting of the sale, transfer, assignment or other disposition of unpaid and overdue accounts receivable in connection with the collection, compromise or settlement thereof in the ordinary course of business and not as part of a financing transaction; (g) dispositions of equipment to the extent that (i) such equipment is exchanged for credit against the purchase price of similar replacement equipment or (ii) the proceeds of such disposition are applied to the purchase price of such replacement equipment within ***; (h) dispositions resulting from casualty events or any other insured damage to any property or asset of any Obligor or any Obligor’s Subsidiary; (ip) any transaction permitted under Section 9.03 or 9.05Involuntary Dispositions; and (jq) dispositions or investments in joint ventures to the extent required by, or made pursuant to, buy/sell arrangements between joint venturers or similar parties set forth in the relevant joint venture agreements and/or similar binding agreements; provided that, notwithstanding anything herein to the contrary, in no case shall Borrower or any other Disposition the Subsidiary conduct an Asset Sale Net Proceeds otherwise permitted under this Section 9.09 if the resulting holder of which are applied such assets sold or otherwise disposed of would be Pixalere Healthcare USA LLC until such time as required under Section 3.03(b)(i)the Pixalere Joinder Date shall have occurred.

Sales of Assets, Etc. Such Obligor will shall not, and will shall not permit any of its Subsidiaries to, sell, lease, exclusively license (in terms of geography or field of use)license, transfer, or otherwise dispose of any of its Property (including accounts receivable and capital stock Equity Interests 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 (both presently existing or in the future entered into), including any Permitted Commercialization Arrangement, 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 product, service or procedure over a period of time and provided time; provided, that each such licenses license does not effect a legal transfer of title to such Intellectual Property rights and rights, that each such licenses license must be a true licenses license as opposed to licenses a license that are is a sales transactions transaction in substancesubstance and that each such license does not materially restrict the ability of Borrower or any of its Subsidiaries to commercialize any material product of, or provide any material service or procedure by, Borrower or any of its Subsidiaries; (d) transfers of Property by (i) Borrower or any Subsidiary Guarantor to any Obligor or (ii) any Subsidiary that is not an Obligor to any Obligor or any other Subsidiary that is not an Obligor; (e) dispositions of any Property equipment that is surplus, obsolete or worn out or no longer used or useful in the Businessbusiness of the Borrower and its Subsidiaries; (f) dispositions consisting leases or subleases of the salereal property or non-exclusive licenses or sublicenses of personal property (other than Intellectual Property) to third parties, transfer, assignment or other disposition of unpaid and overdue accounts receivable in connection each case not interfering with the collection, compromise or settlement thereof in the ordinary course business of business Borrower and not as part of a financing transactionits Subsidiaries; (g) dispositions of equipment to the extent that (i) such equipment is exchanged for credit against the purchase price of similar replacement equipment or (ii) the proceeds of such disposition are applied to the purchase price of such replacement equipment within ***; (h) dispositions resulting from casualty events or any other insured damage to any property or asset of any Obligor or any Obligor’s Subsidiary; (i) any transaction permitted under Section 9.03 or 9.059.05 (in each case, other than by reference to this Section 9.09 (or any subclause hereof)); and (jh) any other Disposition Asset Sale; provided, that (i) at least seventy-five percent (75.00%) of the consideration paid in connection with each such Asset Sale Net Proceeds shall be cash proceeds paid contemporaneously with the consummation of which are applied as required such Asset Sale and (ii) the aggregate net book value of all of the Property sold or otherwise disposed of in such Asset Sale, together with the aggregate net book value of all of the Property sold or otherwise disposed of by Borrower and its Subsidiaries in all Asset Sales permitted under Section 3.03(b)(ithis clause (h), shall not exceed $500,000 during the term of this Agreement.