Asset Sales Clausole campione

Asset Sales. So long as any Note remains outstanding (as defined in the Trust Deed), the Issuer will not, and will not cause or permit any of its Subsidiaries to, directly or indirectly, consummate an Asset Sale unless: (a) the Issuer (or the Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets or equity interests issued or sold or otherwise disposed of; and (b) at least 75% of the consideration received in the Asset Sale by the Issuer or such Subsidiary is in the form of cash or cash equivalents. For purposes of this provision, each of the following will be deemed to be cash: (i) any liabilities, as recorded on the most recent balance sheet of the Issuer or any of its Subsidiaries prior to such Asset Sale (other than contingent liabilities and liabilities that are by their terms subordinated in right of payment to the Notes or any Future Guarantee), that are assumed by the transferee of any such assets and as a result of which the Issuer and its Subsidiaries are no longer obligated with respect to such liabilities or are indemnified against further liabilities; (ii) any securities, notes or other obligations received by the Issuer or any such Subsidiary from such transferee that are converted by the Issuer or such Subsidiary into cash or cash equivalents within 90 days following the closing of the Asset Sale, to the extent of the cash or cash equivalents received in that conversion; (iii) (A) any assets or capital stock of a Permitted Business, if, after giving effect to any such acquisition, the Permitted Business is or becomes a Subsidiary; or (B) other assets (other than capital stock) not classified as current assets under IFRS that are used or useful in a Permitted Business; (iv) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Asset Sale, to the extent that the Issuer and each other Subsidiary are released from any Future Guarantee of such Indebtedness in connection with such Asset Sale; and (v) consideration consisting of Indebtedness of the Issuer or any Future Guarantor (other than Indebtedness that is by its terms subordinated in right of payment to the Notes or any Future Guarantee) received from Persons who are not the Issuer or any Subsidiary. (c) So long as any Note remains outstanding (as defined in the Trust Deed), within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Issuer or the applicable Subsidiary, as the ...