Limitation on Certain Asset Sales. (a) Neither the Company nor any of its Subsidiaries will consummate or permit, directly or indirectly, any Asset Sale, unless (i) the Company or such Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale at least equal to the fair market value of the Property subject to such Asset Sale, (ii) (x) in the case of an Asset Sale of Property constituting Collateral (other than a Designated Facility), at least 50% of the consideration received by the Company or such Subsidiary is in the form of cash or Temporary Cash Investments, and (y) in the case of all other Asset Sales, at least 33% of the consideration is in the form of cash or Temporary Cash Investments (provided that in the case of an Asset Sale of a Designated Facility, there is no requirement that the consideration be in the form of cash or Temporary Cash Investments), (iii) no Default or Event of Default shall have occurred and be continuing on the date of such proposed Asset Sale or would result as a consequence of such Asset Sale, (iv) such Asset Sale is permitted under the terms of the Senior Indebtedness and (v) such Asset Sale will not materially adversely affect or materially impair the value of the remaining Collateral or materially interfere with the Trustee's ability to realize such value and will not materially impair the maintenance and operation of the remaining Collateral; provided that the amount of (a) any notes or other obligations received by the Company or such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset Sale, and (b) any Designated Noncash Consideration received by the Company or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (b) that is at that time outstanding, not to exceed $50 million at the time of the receipt of such Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value shall be deemed to be cash for purposes of clause (ii) of this provision.
Limitation on Certain Asset Sales. (a) The Company will not, and will not permit any of the Restricted Subsidiaries to, consummate an Asset Sale unless:
Limitation on Certain Asset Sales. The Company shall not, and shall not permit any Subsidiary of the Company to, consummate an Asset Sale unless (i) the Company or such Subsidiary of the Company, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof on the date the Company or the Subsidiary of the Company (as applicable) entered into the agreement to consummate such Asset Sale (as determined in good faith by the Board, and evidenced by a resolution of the Board); (ii) not less than 75% of the consideration received by the Company or such Subsidiary of the Company, as the case may be, is in the form of cash or cash equivalents other than in the case where the Company is exchanging all or substantially all of the assets of one or more media properties operated by the Company (including by way of the transfer of capital stock) for all or substantially all of the assets (including by way of transfer of capital stock) constituting one or more media properties operated by another Person, provided that at least 75% of the consideration received by the Company in such exchange, other than the media properties, is in the form of cash or cash equivalents; and (iii) the proceeds of such Asset Sale received by the Company or such Subsidiary of the Company are applied first, to the extent the Company elects or is required, to prepay, repay or purchase debt under any then existing indebtedness of the Company or any Subsidiary of the Company within 180 days following the receipt of the proceeds of such Asset Sale and second, to the extent of the balance of the proceeds of such Asset Sale after application as described above, to the extent the Company elects, to make an investment in assets (including capital stock or other securities purchased in connection with the acquisition of capital stock or property of another Person) used or useful in businesses similar or ancillary to the business of the Company or any Subsidiary of the Company as conducted at the time of such Asset Sale, provided that such investment occurs or the Company or any Subsidiary of the Company enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 181st day following receipt of the proceeds of such Asset Sale and the proceeds of such Asset Sale contractually committed are so applied within 360 days following the receipt of the proceeds of such Asset Sa...
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 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 (ii) the consideration received by the Company or the relevant Restricted Subsidiary in respect of such Asset Sale consists of at least 75% (A) cash or cash equivalents or (B) the assumption by the transferee of Indebtedness of the Company or a Restricted Subsidiary that is senior to or pari passu with the Securities or the Subsidiary Guarantees, as the case may be, and release of the Company or such Restricted Subsidiary from all liability on such Indebtedness, or a combination of the foregoing.
Limitation on Certain Asset Sales. The Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, consummate an Asset Sale unless
Limitation on Certain Asset Sales. (A) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:
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 shall be conclusive) 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 (including, for purposes of this clause (ii), the principal amount of any Indebtedness for money borrowed (as reflected on the Company's consolidated balance sheet) of the Company or any Restricted Subsidiary that (x) is assumed by any transferee of any such assets or other property in such Asset Sale or (y) with respect to the sale or other disposition of all of the Capital Stock of any Restricted Subsidiary, remains the liability of such Subsidiary subsequent to such sale or other disposition, but only to the extent that such assumption, sale or other disposition, as the case may be, is effected on a basis under which there is no further recourse to the Company or any of its Restricted Subsidiaries with respect to such liability).
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 shall be conclusive) and (ii) the consideration received by the Company or the relevant Restricted Subsidiary in respect of such Asset Sale consists of at least 85% cash or cash equivalents.
Limitation on Certain Asset Sales. (i) Neither the Parent nor any of the Companies will, and the Companies will not permit any of their respective Restricted Subsidiaries to, directly or indirectly, consummate any Asset Sale, unless: (A) the consideration received by the applicable Credit Party or Restricted Subsidiary with respect to such Asset Sale is at least equal to the Fair Market Value of the assets or Capital Stock issued or sold or otherwise disposed of; and (B) the consideration received by the applicable Credit Party or Restricted Subsidiary with respect to such Asset Sale consists of at least 75% (1) cash and/or Cash Equivalents or Qualified Consideration received at the time of disposition, (2) any liabilities, other than Subordinated Indebtedness, of the applicable Credit Party or Restricted Subsidiary that are assumed by the transferee of any such assets pursuant to an agreement that immediately releases such Credit Party or Restricted Subsidiary from all liability in respect thereof; or (3) securities, notes or other obligations received by such Credit Party or Restricted Subsidiary from such transferee that are converted by such Credit Party or Restricted Subsidiary into cash and/or Cash Equivalents or Qualified Consideration within 90 days of the date of such Asset Sale (to the extent of the cash and/or Cash Equivalents or Qualified Consideration received).
