Restrictions on Asset Sales. (a) So long as any Notes shall remain Outstanding, the Company shall not, and shall not permit any of its Recourse Subsidiaries to, make any Asset Sale, unless (i) the Company or such Recourse Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by its Board of Directors or, in the case of any Asset Sale involving aggregate consideration of $125,000 or less, by the Chief Financial Officer of the Company or, in the case of any Asset Sale involving aggregate consideration of $25,000 or less, by any Vice President) of the Capital Stock or assets to be sold and (ii) the consideration therefor received by the Company or such Recourse Subsidiary is in the form of cash, Cash Equivalents or assets that are useful in the steel business ("Steel Business Assets"); provided that (A) the amount of (x) any liabilities (as shown on the Company's or such Recourse Subsidiary's most recent balance sheet) of the Company or any Recourse Subsidiary (other than contingent liabilities and 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 Recourse Subsidiary from further liability shall be deemed to be cash for purposes of this provision and (y) any non-cash consideration received by the Company or any such Recourse Subsidiary from such transferee that is converted by the Company or such Recourse Subsidiary into cash within 180 days of closing such Asset Sale shall be deemed to be cash for purposes of this provision (to the extent of the cash received), and (B) the Company or such Recourse Subsidiary may accept consideration (including consideration in the form of assumption of liabilities) from such Asset Sale in other than cash, Cash Equivalents and Steel Business Assets if the aggregate fair market value (as determined in good faith by the Company's Board of Directors and evidenced by a Board Resolution) of all consideration from all Asset Sales since the date of this Indenture that is other than cash, Cash Equivalents and Steel Business Assets ("Other Consideration") at the time of such Asset Sale, less the sum of the amount of any cash and Cash Equivalents and the fair market value (as determined in good faith by the Company's Board of Directors and evidenced by a Board Resolution) of any Steel Business ...
Restrictions on Asset Sales. USA will not, and will not permit any Subsidiary to, sell, transfer, assign, convey or otherwise dispose of an interest in any asset now owned or hereafter acquired.
Restrictions on Asset Sales. Without the Noteholders' prior written consent, the Company will not sell, transfer, assign, convey or otherwise dispose of an interest in any asset now owned or hereafter acquired, except for the sale of oil and gas production in the ordinary course of business.
Restrictions on Asset Sales. Without the Noteholders' prior written consent, the Company will not, and will not permit any Subsidiary to, sell, transfer, assign, convey or otherwise dispose of an interest in any asset now owned or hereafter acquired, except sales of assets during each calendar year that have an aggregate Collateral Liquidation Value of $150,000 or less.
Restrictions on Asset Sales. (a) The Company will not and will not permit any of its Restricted Subsidiaries to enter into any Asset Sale if after giving effect thereto any Event of Default would exist.
Restrictions on Asset Sales. Without the Noteholders' prior written consent, the Company will not, and will not permit any of its Subsidiaries to, sell, transfer, assign, convey or otherwise dispose of an interest in any asset now owned or hereafter acquired, except (a) sales of Hydrocarbon production in the ordinary course of business, (b) sales of assets, the net proceeds of which are used to pay Senior Debt and (c) sales of other assets that have an aggregate sales price not to exceed $2,000,000.
Restrictions on Asset Sales. The Borrower shall not complete any transfer or sale of any Portfolio Investment included in the Borrowing Base unless it shall be in compliance with the Collateral Quality Tests immediately following such transfer or sale (or, if a Collateral Quality Test is not satisfied, the degree of compliance with such Collateral Quality Test shall be maintained or improved after giving effect to such transfer or sale).
Restrictions on Asset Sales. No member of the Sherborne Group shall sell or transfer (other than in the ordinary course of its business) any assets to any person other than a Non-Affiliate, without the prior written consent of Hillside; provided, however, that this Section 4.4 shall not apply to a sale or transfer of assets if the transaction is for fair market value (as determined in good faith by the Board of Directors of the seller or transferor, using any reasonable method of valuation), and written notice shall have been furnished to Hillside within thirty (30) days after such transaction, which notice shall include the nature of the assets, the identity of the purchaser or transferee and the fair market value of the assets and the basis for such determination.
Restrictions on Asset Sales. The Company will not, and will not permit any Subsidiary to, sell, transfer, assign, convey or otherwise dispose of an interest in any asset now owned or hereafter acquired, except: (i) oil and gas sales in ordinary course of business; (ii) sales of assets in the aggregate of less than $100,000 in any year; and (iii) sales of assets pursuant to the terms of the Participation Agreement, effective December 5, 2003, between the Company and Penn Virginia Oil & Gas Corporation..
Restrictions on Asset Sales. SECTION 3.13 Distributions . . . . . . . . . . . . . . . . . . . . . SECTION 3.14 Limitation on Dividends and Other Payment Restrictions Effecting Subsidiaries . . . . . . . . . . . . . . . SECTION 3.15
