Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing, the term Affiliate will not include, with
respect to the Company or any Restricted Subsidiary which is a Wholly Owned Subsidiary of the Company, any Restricted Subsidiary which is a Wholly Owned Subsidiary of the Company.
Asset Sale for any Person means the sale, transfer, lease, conveyance or other disposition (including, without limitation,
by merger, consolidation or sale and leaseback transaction, and whether by operation of law or otherwise) of any of that Persons assets (including, without limitation, the sale or other disposition of Capital Stock of any Subsidiary of such
Person, whether by such Person or such Subsidiary), whether owned on the date of the Indenture or subsequently acquired in one transaction or a series of related transactions, in which such Person and/or its Subsidiaries receive cash and/or other
consideration (including, without limitation, the unconditional assumption of Indebtedness of such Person and/or its Subsidiaries) having an aggregate Fair Market Value of $5.0 million or more as to each such transaction or series of related
transactions; provided, however, that none of the following transactions that otherwise satisfy the above requirements shall constitute an Asset Sale:
(i) a transaction or series of related transactions that results in a Change of Control;
(ii) sales of homes or land, including sales of real estate assets in bulk, regardless of value, in the ordinary course of
business (as determined in good faith by the Company);
(iii) sales, leases, conveyances or other dispositions, including,
without limitation, exchanges or swaps, of real estate or other assets, in each case in the ordinary course of business (as determined in good faith by the Company), for development or disposition of the Companys or any of its
Subsidiaries projects;
(iv) sales, leases, sale-leasebacks or other dispositions of amenities, model homes and other
improvements at the Companys or its Subsidiaries projects in the ordinary course of business (as determined in good faith by the Company);
(v) transactions between the Company and any of its Restricted Subsidiaries which are Wholly Owned Subsidiaries, or among such
Restricted Subsidiaries which are Wholly Owned Subsidiaries of the Company;
(vi) any disposition of Cash Equivalents or
obsolete or worn out equipment, in each case, in the ordinary course of business (as determined in good faith by the Company);
(vii) the sale or other disposition of assets, including real property, no longer used or useful in the conduct of business of
the Company or any of its Restricted Subsidiaries;
(viii) the making of any Restricted Payment or Permitted Investment
that is permitted to be made, and is made, under the covenant described under the heading Limitations on Restricted Payments; and
(ix) a transaction involving the sale of Capital Stock of, or the disposition of assets in, an Unrestricted Subsidiary.
Bankruptcy Law means Title 11 of the United States Code, as amended, or any similar federal or state law for the relief of
debtors.
Book Value means, with respect to any asset of the Company or any of its Subsidiaries, the book value thereof
as reflected in the most recent consolidated financial statements of the Company filed with the SEC (or if such asset has been acquired after the date of such financial statements, the then-current book value thereof as reasonably determined by the
Company consistent with recent practices).
Business Day means any day other than a Legal Holiday.
Capital Stock of any Person means any and all shares, rights to purchase, warrants or options (whether or not currently
exercisable), participations, or other equivalents of or interests in (however designated and whether voting or non-voting) the equity (which includes, but is not limited to, common stock, preferred stock and
partnership and joint venture interests) of such Person (excluding any debt securities that are convertible into, or exchangeable for, such equity).
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