Common use of Certain Sales Clause in Contracts

Certain Sales. Without limiting Savia's rights under Sections 6.1, 6.2 and 6.3, the parties agree that, with Savia's consent if required, in the event BHC or one of its subsidiaries sells, transfers or otherwise disposes of any capital stock or assets of any of the Fresh Produce Companies or any of the DNAP Assets (other than to BHC or one of its subsidiaries), in each case outside the ordinary course of business consistent with past practice, then BHC shall cause cash proceeds of any such sale, transfer or disposition (up to an aggregate of $48 million) to be paid promptly to Savia as a return of a portion of the Savia Advances, and the Purchase Price shall be reduced by the amount of such proceeds (and only by such amount, notwithstanding any values allocated to any of such capital stock or assets). In the event, and to the extent, that any such proceeds exceed $48 million in the aggregate, then notwithstanding anything to the contrary herein, BHC shall be permitted to transfer such excess proceeds out of the Fresh Produce Companies or otherwise retain such excess proceeds. To the extent any DNAP Assets are sold in accordance with this Section 6.4, then such DNAP Assets shall thereafter be deemed excluded from the term DNAP Assets as used in this Agreement.