Asset Dispositions and Involuntary Dispositions Sample Clauses

Asset Dispositions and Involuntary Dispositions. Promptly upon receipt by any Credit Party or any Subsidiary of the Net Cash Proceeds of any Asset Disposition (other than any Permitted Asset Swap or any Asset Disposition consummated in reliance on Section 8.5(a) or Section 8.5(b)) or any Involuntary Disposition, the Borrowers shall prepay the Term Loans as hereinafter provided in an aggregate amount equal to one hundred percent (100%) of such Net Cash Proceeds in excess of $1,000,000 in any fiscal year; provided, that, the Net Cash Proceeds of the Movianto Sale shall only be required to be used to prepay the Term Loans to the extent not applied to repay or redeem the 2021 Notes (together with any prepayment premium and any fees and expenses relating to such prepayment) within two hundred ten (210) days of the consummation of the Movianto Sale and receipt of such Net Cash Proceeds; provided, further, that such Net Cash Proceeds of any Involuntary Disposition shall not be required to be so applied if, at the election of the Borrower Representative (as notified by the Borrower Representative to the Administrative Agent and the Term B Facility Agent), such Net Cash Proceeds are reinvested in assets (other than current assets) that are used or useful in the business of the members of the Consolidated Group within one hundred eighty (180) days after the date of receipt of such Net Cash Proceeds from such Involuntary Disposition, or are contractually committed to be applied to purchase, rebuild or repair such assets within such one hundred eighty (180) day period and are so applied within one hundred eighty (180) days after the end of such one hundred eighty (180) day period; provided, further, if such Net Cash Proceeds shall have not been so reinvested by the end of such period, such Net Cash Proceeds shall be immediately applied to prepay the Term Loans. Any prepayment pursuant to this clause (ii) shall be applied as set forth in clause (iv) below.
Sample 1
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Asset Dispositions and Involuntary Dispositions. Promptly upon receipt by any Credit Party or any Subsidiary of the Net Cash Proceeds of any Asset Disposition (other than any Permitted Asset Swap, any Asset Disposition consummated in reliance on Section 8.5(a) or Section 8.5(b)) or any Involuntary Disposition, the Borrowers shall prepay the Term Loans as hereinafter provided in an aggregate amount equal to one hundred percent (100%) of such Net Cash Proceeds; provided that up to fifty percent (50%) of such Net Cash Proceeds shall not be required to be so applied if, at the election of the Borrower Representative (as notified by the Borrower Representative to the Administrative Agent and the Term B Facility Agent), such Net Cash Proceeds are reinvested in assets (other than current assets) that are used or useful in the business of the members of the Consolidated Group within one-hundred eighty (180) days after the date of receipt of such Net Cash Proceeds from such Asset Disposition or Involuntary Disposition, or are contractually committed to be applied to purchase such assets within such one-hundred eighty (180) day period and are so applied within one hundred eighty (180) days after the end of such one-hundred eighty (180) day period; provided, further, if such Net Cash Proceeds shall have not been so reinvested by the end of such period, such Net Cash Proceeds shall be immediately applied to prepay the Term Loans. Any prepayment pursuant to this clause (ii) shall be applied as set forth in clause (iv) below.
Sample 1

Related to Asset Dispositions and Involuntary Dispositions

  • Dispositions and Involuntary Dispositions The Issuer shall promptly (and, in any event, within three (3) Business Days) upon the receipt by any Note Party or any Subsidiary of the Net Cash Proceeds of any Disposition or Involuntary Disposition (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do not exceed (x) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition or (y) on or after the Combination Closing Date, (i) within twelve months following receipt of such Net Cash Proceeds or (ii) if the Issuer or any Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would be required, the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (to the extent required by the NPA) with any portion of such Net Cash Proceeds, then the Issuer may apply such portion of the Net Cash Proceeds on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) below.

  • Asset Dispositions Make any Asset Disposition except:

  • Asset Dispositions, etc The Borrower will not, and will not permit any of its Subsidiaries to, sell, transfer, contribute or otherwise convey, or grant options, warrants or other rights with respect to, any material asset (including accounts receivable and capital stock of Principal Subsidiaries) to any Person, except:

  • Asset Sales (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

  • No Dispositions Except for the transfer of assets in the ordinary course of business consistent with prior practice, no party shall sell, lease, encumber or otherwise dispose of, or agree to sell, lease, encumber or otherwise dispose of, any of its assets, which are material, individually or in the aggregate, to such party.

  • Final Disposition Notwithstanding any other provision in this Agreement, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

  • Data Disposition When the contracted work has been completed or when the Data is no longer needed, except as noted above in Section 5.b, Data shall be returned to DSHS or destroyed. Media on which Data may be stored and associated acceptable methods of destruction are as follows: Data stored on: Will be destroyed by: Server or workstation hard disks, or Removable media (e.g. floppies, USB flash drives, portable hard disks) excluding optical discs Using a “wipe” utility which will overwrite the Data at least three (3) times using either random or single character data, or Degaussing sufficiently to ensure that the Data cannot be reconstructed, or Physically destroying the disk Paper documents with sensitive or Confidential Information Recycling through a contracted firm, provided the contract with the recycler assures that the confidentiality of Data will be protected. Paper documents containing Confidential Information requiring special handling (e.g. protected health information) On-site shredding, pulping, or incineration Optical discs (e.g. CDs or DVDs) Incineration, shredding, or completely defacing the readable surface with a coarse abrasive Magnetic tape Degaussing, incinerating or crosscut shredding

  • Asset Sale In the event of an Acquisition that is an arms length sale of all or substantially all of Company’s assets (and only its assets) to a third party that is not an Affiliate of Company (a “True Asset Sale”), Holder may either (a) exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Acquisition or (b) permit the Warrant to continue until the Expiration Date if Company continues as a going concern following the closing of any such True Asset Sale. Company shall provide Holder with written notice of any proposed asset sale together with such reasonable information as Holder may request in connection with such asset sale giving rise to such notice, which is to be delivered to Holder not less than ten (10) business days prior to the closing of the proposed asset sale.

  • Acquisitions and Investments The Borrower will not, nor will it permit any Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:

  • Permitted Dispositions The Borrower will not, and will not permit any of its Subsidiaries to, Dispose of any of the Borrower’s or such Subsidiaries’ assets (including accounts receivable and Capital Securities of Subsidiaries) to any Person in one transaction or series of transactions unless such Disposition is:

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