Specified Asset Disposition definition

Specified Asset Disposition means the sale, transfer or other disposition of Retigabine (and for the avoidance of doubt, Intellectual Property related thereto) in accordance with Section 6.8.

Specified Asset Disposition means each disposition of one or more of the assets described on Schedule 9.3.

Specified Asset Disposition any Disposition of property or series of related Dispositions of property (excluding any such Disposition permitted in clauses (a) through (m) of Section 7.5) constituting (a) the Capital Stock of any Project Company or other Subsidiary Guarantor or (b) all or substantially all of the assets of any Project Company to any Person other than another Loan Party (including an Affiliate of a Loan Party, in which case restrictions relating to transactions with Affiliates hereunder shall not apply (including those restrictions under Section 7.8)).

Examples of Specified Asset Disposition in a sentence

• If any Specified Asset Disposition includes the disposition of Accounts or Inventory, Borrowers shall apply the proceeds thereof to repay Loans (without any Commitment reduction) equal to the greater of (a) the book value of such Accounts and Inventory, or (b) the reduction in the Borrowing Base resulting from the disposition.

• The Borrower shall use commercially reasonable efforts to, no later than thirty (30) days after the Disposition pursuant to a Specified Asset Disposition or PPA Buyout in respect of a Loan Party or all or substantially all of the assets of a Loan Party, terminate, Cash Collateralize or to otherwise provide credit support reasonably acceptable to the applicable Revolving Facility Issuing Bank in respect of any Letter of Credit issued to support the obligations of such Loan Party.

• Apply and pay over, and cause Holdings and the Subsidiary Guarantors (if any) to apply and pay over, all Revenues and any proceeds received in connection with any Recovery Event, Specified Asset Disposition, PPA Buyout or Asset Sale, to the Revenue Account and the Event Proceeds Account respectively, as set forth in the Depositary Agreement.

• Notwithstanding the foregoing, the Borrower may (i) enter into the transactions set forth on Schedule 7.8, (ii) make the payments, dispositions and distributions permitted by Section 7.6, (iii) effect a Permitted Reorganization and (iv) undertake a Specified Asset Disposition as contemplated by the definition of Specified Asset Disposition.

• Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to enter into, and to accept and agree to the terms and conditions set forth in, the Specified Asset Disposition Side Letter.

More Definitions of Specified Asset Disposition

Specified Asset Disposition means that certain Asset Disposition identified as the “Specified Asset Disposition” in the Specified Asset Disposition Side Letter.

Specified Asset Disposition means an Asset Disposition or series of related Asset Dispositions that result in Net Cash Proceeds in excess of $50,000,000.

Specified Asset Disposition any (a) conveyance, sale, transfer or other disposition (other than in the ordinary course of business) of any property or assets of the Borrower or any of its Subsidiaries to any Person other than the Borrower or one or more of its Subsidiaries and (b) any issuance or sale of any Equity Interest of any Subsidiary of the Borrower to any Person other than the Borrower or one or more of its Subsidiaries. For the avoidance of doubt, “Specified Asset Dispositions” shall exclude Casualty Events of the Borrower or any of its Subsidiaries.

Specified Asset Disposition means any of the following: (i) the sale or other disposition by a Loan Party of Equipment or owned Real Estate of such Loan Party, (ii) the sale or licensing of Proprietary Rights by a Loan Party not in the ordinary course of such Loan Party's business, (iii) the sale or issuance of stock or other equity interests of any Loan Party or any Mexican Subsidiary by a Loan Party or a Mexican Subsidiary (other than any sale or issuance by the Parent of its common stock complying with Section 3.4(d)) and the sale by any Loan Party or Mexican Subsidiary of equity interests in any Joint Venture or the China Joint Venture, (iv) the asset disposition permitted by Section 7.11(iv), but only if such asset disposition is not consummated on or prior to the first Anniversary Date and (v) the sale or other disposition of all or substantially all of the assets of the Mexican Subsidiaries taken as a whole.

Specified Asset Disposition means any sale or other consensual disposition of (i) all or part of the Capital Stock of Biodroga or (ii) all or any substantial portion of the Biodroga Assets, in each case, excluding all Permitted Asset Dispositions.

Specified Asset Disposition means any Asset Disposition other than an Asset Disposition (i) if the Pro Forma Leverage Ratio determined after giving effect to such Asset Disposition is less than the Leverage Ratio determined as of the last day of the last month then ended, (ii) if the Property EBITDA of the property the subject thereof for the 12 months ended as of the last day of the last month then ended is less than $1.5 million, provided that the aggregate gross sale proceeds of Asset Dispositions effected prior to the Extension Date and excluded from constituting Specified Asset Dispositions pursuant to this clause (ii) shall not exceed $150 million or (iii) consummated on or after the Fifth Amendment and Restatement Effective Date and prior to the Extension Date if the repayment of IRL Loans from the proceeds of such Asset Disposition are excluded in determining whether the Extension Date has occurred (i.e., whether $85 million of IRL Loans have been repaid during such period).

Specified Asset Disposition shall have the meaning set forth in the definition of Intercompany Asset Sale and Investment Basket.