Common use of Sales of Assets, Etc Clause in Contracts

Sales of Assets, Etc. Unless Borrower simultaneously makes the prepayment required under Section 3.03(b)(i), 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”), except 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 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in substance; (d) transfers of Property by any Obligor to any other Obligor; (e) dispositions of any Property that is obsolete or worn out or no longer used or useful in the Business; and (f) those transactions permitted by Sections 9.03 or 9.04.

Sales of Assets, Etc. Unless Borrower simultaneously makes the prepayment required under Section 3.03(b)(i)) simultaneously is made, Borrower 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 for any of the followingexcept: (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 Obligor 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; and (f) those transactions any transaction permitted by Sections under Section 9.03 or 9.04.9.05. [*] – indicates deleted language 58

Sales of Assets, Etc. Unless Borrower simultaneously makes the prepayment required under Section 3.03(b)(i)) simultaneously is made, Borrower 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 for any of the followingexcept: (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 Obligor 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; and (f) those transactions any transaction permitted by Sections under Section 9.03 or 9.049.05.