Common use of Limitation on Sales of Assets Clause in Contracts

Limitation on Sales of Assets. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale unless (i) at least 75% of the consideration from such Asset Sale consists of (A) cash or Cash Equivalents, (B) any Indebtedness or other liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet (other than contingent liabilities and liabilities that are by their terms subordinated to the Securities or any Guarantee) that are assumed by the transferee of any such assets or terminated by the holder of such liability and the Company or such Restricted Subsidiary is released from further liability; (C) Replacement Assets; (D) Designated Non-cash Consideration; or (E) a combination of any of the foregoing; and (ii) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets subject to such Asset Sale; provided that any notes or other obligations received by the Company or any such Restricted Subsidiary from any transferee of assets from the Company or such Restricted Subsidiary that are converted by the Company or such Restricted Subsidiary into cash at Fair Market Value within 30 days after receipt shall be deemed to be cash for purposes of this provision.

Limitation on Sales of Assets. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate an make any Asset Sale unless Disposition unless: (i) at least 75% of the consideration from such Asset Sale consists of (A) cash or Cash Equivalents, (B) any Indebtedness or other liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet (other than contingent liabilities and liabilities that are by their terms subordinated to the Securities or any Guarantee) that are assumed by the transferee of any such assets or terminated by the holder of such liability and the Company or such Restricted Subsidiary is released from further liability; (C) Replacement Assets; (D) Designated Non-cash Consideration; or (E) a combination of any of the foregoing; and (ii1) the Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Sale Disposition at least equal to the Fair Market Value of the shares or and/or assets subject to such Asset SaleDisposition; provided that any notes or other obligations (2) at least 75% of the consideration thereof received by the Company or any such Restricted Subsidiary from any transferee of assets from the Company or such Restricted Subsidiary is in the form of cash, Temporary Cash Investments or Additional Assets; provided that the following shall be deemed to be cash for purposes of this clause (2): (i) the amount of any liabilities (as shown on the Company’s most recent balance sheet or in the notes thereto) of the Company (other than liabilities that are by their terms subordinated to the Notes or the Restricted Subsidiary Guarantees, if any) that are assumed by the transferee of any such assets; and (ii) the amount of any securities received by the Company or such Restricted Subsidiary from such transferee that is converted by the Company or such Restricted Subsidiary into cash at Fair Market Value (to the extent of the cash received) within 30 120 days after receipt shall be deemed to be cash for purposes following the closing of such Asset Disposition; and 93 based on the relevant currency exchange rates as calculated in the first sentence of this provisionparagraph. Section 1013.

Limitation on Sales of Assets. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate an make any Asset Sale unless Disposition unless: (i) at least 75% of the consideration from such Asset Sale consists of (A) cash or Cash Equivalents, (B) any Indebtedness or other liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet (other than contingent liabilities and liabilities that are by their terms subordinated to the Securities or any Guarantee) that are assumed by the transferee of any such assets or terminated by the holder of such liability and the Company or such Restricted Subsidiary is released from further liability; (C) Replacement Assets; (D) Designated Non-cash Consideration; or (E) a combination of any of the foregoing; and (ii1) the Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Sale Disposition at least equal to the Fair Market Value of the shares or and/or assets subject to such Asset SaleDisposition; provided that any notes or other obligations (2) at least 75% of the consideration thereof received by the Company or any such Restricted Subsidiary from any transferee of assets from the Company or such Restricted Subsidiary is in the form of cash, Temporary Cash Investments or Additional Assets; provided that the following shall be deemed to be cash for purposes of this clause (2): (i) the amount of any liabilities (as shown on the Company’s most recent balance sheet or in the notes thereto) of the Company (other than liabilities that are by their terms subordinated to the Notes or the Restricted Subsidiary Guarantees, if any) that are assumed by the transferee of any such assets; and (ii) the amount of any securities received by the Company or such Restricted Subsidiary from such transferee that is converted by the Company or such Restricted Subsidiary into cash at Fair Market Value (to the extent of the cash received) within 30 120 days after receipt shall be deemed to be cash for purposes following the closing of this provision.such Asset Disposition; and 93