Common use of Limitation on Certain Asset Sales Clause in Contracts

Limitation on Certain Asset Sales. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any Asset Sale unless (i) the consideration received by the Company or such Restricted Subsidiary for such Asset Sale is not less than the fair market value of the assets sold (as determined by the Board of Directors of the Company, whose good faith determination will be conclusive, and evidenced by a resolution of the Board of Directors) and (ii) the consideration received by the Company or the relevant Restricted Subsidiary in respect of such Asset Sale consists of at least 75% cash or Cash Equivalents; provided that the amount of (x) any liabilities (as shown on the most recent balance sheet of the Company or such Restricted Subsidiary) of the Company or any of its Restricted Subsidiaries (other than liabilities that are by their terms subordinated to the Securities or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are promptly converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received), shall be deemed to be cash or Cash Equivalents, as the case may be, for purposes of this provision.

Limitation on Certain Asset Sales. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary of its Subsidiaries to, engage in any consummate an Asset Sale unless (i) the consideration received by the Company or its Subsidiaries, as the case may be, receives consideration at the time of such Restricted Subsidiary for such Asset Sale is not less than sale or other disposition at least equal to the fair market value of the assets sold thereof (as determined in good faith by the Board of Directors of the Company, whose good faith determination will be conclusive, and evidenced by a resolution of the 's Board of Directors) and ); (ii) except in the case of the sale, transfer or other disposition of Company-owned stores to franchisees in a business related to the optical business that result in the conversion of such stores to franchised stores, not less than 75% of the consideration received by the Company or the relevant Restricted Subsidiary in respect of such Asset Sale consists of at least 75% cash or Cash Equivalents; provided that the amount of (x) any liabilities (as shown on the most recent balance sheet of the Company or such Restricted Subsidiary) of the Company or any of its Restricted Subsidiaries (other than liabilities that are by their terms subordinated to the Securities or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are promptly converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received), shall be deemed to be cash or Cash EquivalentsSubsidiaries, as the case may be, for purposes is in the form of this provision.cash or Temporary Cash Investments; and (iii) the Asset Sale Proceeds received by the Company or such Subsidiary are applied (a) first, to the extent the Company elects, or is required, to prepay, repay or purchase debt under any then existing Senior Indebtedness of the Company or any Subsidiary within 12 months following the receipt of the Asset Sale Proceeds from any Asset Sale, provided that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid;

Limitation on Certain Asset Sales. (ai) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, engage in directly or indirectly, consummate any Asset Sale unless Sale, unless: (iA) the consideration received by the Company or such Restricted Subsidiary for with respect to such Asset Sale is not less than at least equal to the fair market value Fair Market Value of the assets or Capital Stock issued or sold (as determined by the Board of Directors of the Company, whose good faith determination will be conclusive, and evidenced by a resolution of the Board of Directors) or otherwise disposed of; and (iiB) the consideration received by the Company or the relevant such Restricted Subsidiary in with respect of to such Asset Sale consists of at least 75% (1) cash and/or Cash Equivalents or Cash Equivalents; provided that Qualified Consideration received at the amount time of disposition, (x2) any liabilities (as shown on the most recent balance sheet liabilities, other than Subordinated Indebtedness, of the Company or such Restricted Subsidiary) of the Company or any of its Restricted Subsidiaries (other than liabilities that are by their terms subordinated to the Securities or any guarantee thereof) Subsidiary that are assumed by the transferee of any such assets pursuant to a customary novation an agreement that immediately releases the Company or such Restricted Subsidiary from further all liability and in respect thereof; or (y3) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are promptly converted by the Company or such Restricted Subsidiary into cash or and/or Cash Equivalents or Qualified Consideration within 90 days of the date of such Asset Sale (to the extent of the cash or and/or Cash Equivalents or Qualified Consideration received), shall be deemed to be cash or Cash Equivalents, as the case may be, for purposes of this provision.