Common use of Transferee Liability Clause in Contracts

Transferee Liability. (i) Prior to the third anniversary of the date of this Agreement, the PPB Sub agrees that it shall not sell, convey or otherwise transfer any material assets to a third party, in a single transaction or series of related transactions, if, at the time of such transaction(s) (or pro forma, after giving effect to such transaction(s)), the PPB Sub has Deficient Net Consolidated Assets (as defined below), unless, at least fifteen (15) business days prior to the closing of such transaction(s), (A) each transferee of such Assets delivers to the Purchaser a valid guaranty (in form and substance reasonably satisfactory to the Purchaser), executed by a duly authorized officer of such transferee, unconditionally (1) guaranteeing the Liabilities of the PPB Sub under this Agreement and (2) agreeing to cause any affiliate of such transferee to which such transferee sells, conveys or otherwise transfers any material assets to deliver a comparable guaranty as a condition precedent to such transaction; provided that (1) the PPB Sub shall remain bound in all respects by the terms of this Agreement, (2) the maximum liability that any such transferee will have under this Agreement shall be equal to the value of the assets acquired from the PPB Sub as of the date of such acquisition and (3) the guaranty delivered to the Purchaser shall set forth the applicable transferee’s best estimate of the value of such assets and (B) the PPB Sub delivers to the Purchaser a written certification, duly executed by the chief financial officer of the PPB Sub, as to the PPB Sub’s best estimate of the value of such assets. (ii) For the purpose of this Section 3(g), (A) the value of assets transferred to any transferee shall equal the sum of (1) the amount of any cash paid for such assets and (2) the value of any non-cash consideration, as reasonably determined by the chief financial officer of the PPB Sub; provided, however, that the Purchaser shall be entitled to determine in its reasonable judgment the value of such assets if the transfer is not made at arms’ length or the Purchaser otherwise reasonably determines that the value otherwise determined in accordance with this sentence is incorrect in any material respect, and (B) the PPB Sub shall be deemed to have “Deficient Net Consolidated Assets” if it has tangible assets (exclusive of goodwill), net of all liabilities (“Net Assets”), equal to less than fifty percent (50%) of the Net Assets of the PPB Sub as of the Acceptance Date, based on GAAP consistent with the accounting principles and practices applied in the preparation of the financial statements included in the Form 10, applied on a consistent basis during the periods involved.

Transferee Liability. (i) Prior to the third anniversary of the date of this Agreement, the PPB Sub agrees that it shall not sell, convey or otherwise transfer any material assets to a third party, in a single transaction or series of related transactions, if, at the time of such transaction(s) (or pro forma, after giving effect to such transaction(s)), the PPB Sub has Deficient Net Consolidated Assets (as defined below), unless, at least fifteen (15) business days prior to the closing of such transaction(s), (A) each transferee of such Assets delivers to the Purchaser a valid guaranty (in form and substance reasonably satisfactory to the Purchaser), executed by a duly authorized officer of such transferee, unconditionally (1) guaranteeing the Liabilities of the PPB Sub under this Agreement and (2) agreeing to cause any affiliate of such transferee to which such transferee sells, conveys or otherwise transfers any material assets to deliver a comparable guaranty as a condition precedent to such transaction; provided that (1) the PPB Sub shall remain bound in all respects by the terms of this Agreement, (2) the maximum liability that any such transferee will have under this Agreement shall be equal to the value of the assets acquired from the PPB Sub as of the date of such acquisition and (3) the guaranty delivered to the Purchaser shall set forth the applicable transferee’s 's best estimate of the value of such assets and (B) the PPB Sub delivers to the Purchaser a written certification, duly executed by the chief financial officer of the PPB Sub, as to the PPB Sub’s 's best estimate of the value of such assets. (ii) For the purpose of this Section 3(g), (A) the value of assets transferred to any transferee shall equal the sum of (1) the amount of any cash paid for such assets and (2) the value of any non-cash consideration, as reasonably determined by the chief financial officer of the PPB Sub; provided, however, that the Purchaser shall be entitled to determine in its reasonable judgment the value of such assets if the transfer is not made at arms’ ' length or the Purchaser otherwise reasonably determines that the value otherwise determined in accordance with this sentence is incorrect in any material respect, and (B) the PPB Sub shall be deemed to have “"Deficient Net Consolidated Assets” " if it has tangible assets (exclusive of goodwill), net of all liabilities (“"Net Assets”"), equal to less than fifty percent (50%) of the Net Assets of the PPB Sub as of the Acceptance Date, based on GAAP consistent with the accounting principles and practices applied in the preparation of the financial statements included in the Form 10, applied on a consistent basis during the periods involved.