Asset Sale Prepayment Offer Sample Clauses

Asset Sale Prepayment Offer. Subject to any restriction contained in any secured Indebtedness of a Credit Party or its Subsidiaries, promptly, and in any event within ten (10) Business Days after the Borrower becomes obligated to make a prepayment offer pursuant to Section 10.4, the Borrower shall make an offer to prepay the Loans at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the prepayment date (an “Excess Proceeds Offer”). In order to make an Excess Proceeds Offer, the Borrower shall provide a written notice thereof to the Administrative Agent. Such notice shall contain the following:
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Asset Sale Prepayment Offer. Promptly, and in any event within ten (10) Business Days after the Borrower becomes obligated to make a prepayment offer pursuant to Section 10.4, the Borrower shall make an offer to prepay the Loans (together with the Senior PIK Loans and any other pari passu Indebtedness containing provisions similar to those set forth in this Agreement with respect to prepayments or offers to purchase or redeem with the proceeds of sales of assets, on a pro rata basis) at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the prepayment date (an “Excess Proceeds Offer”). In order to make an Excess Proceeds Offer, the Borrower shall provide a written notice thereof to the Administrative Agent. Such notice shall contain the following:
Sample 1
Asset Sale Prepayment Offer. Promptly, and in any event within ten (10) Business Days after the Borrower becomes obligated to make a prepayment offer pursuant to Section 10.4, the Borrower shall make an offer to prepay the Loans at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the prepayment date (an "EXCESS PROCEEDS OFFER"). In order to make an Excess Proceeds Offer, the Borrower shall provide a written notice thereof to the Administrative Agent. Such notice shall contain the following:
Sample 1
Asset Sale Prepayment Offer. (A) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Borrower may apply such Net Proceeds at its option (i) to repay, repurchase, redeem, defease or otherwise acquire or retire (v) Permitted Debt of the Borrower or Subsidiary constituting First-Priority Lien Obligations (and, if the Indebtedness repaid, repurchased, redeemed, defeased or otherwise acquired or retired is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto), (w) Indebtedness of a Subsidiary that is not a Subsidiary Guarantor (provided that the assets disposed of in such Asset Sale were not assets of a Borrower or a Subsidiary Guarantor and do not constitute Collateral), (x) Obligations under the Loans, (y) other Pari Passu Indebtedness (so long as the Net Proceeds from such Asset Sale are with respect to assets not constituting Collateral) or (z) Other Second-Lien Obligations (provided that if a Borrower or any Subsidiary Guarantor shall so reduce Other Second-Lien Obligations under this clause (z) (which for the avoidance of doubt will not constitute Indebtedness under clauses (v), (w), (x) or (y)), the Borrower will repay the Loans pursuant to Section 2.05(a)(i) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to repay Loans at par, plus accrued and unpaid interest on the pro rata principal amount of Loans); (ii) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business; (iii) to make a capital expenditure in a Permitted Business; or (iv) to acquire other long-term assets that are used or useful in a Permitted Business. Pending the final application of any such Net Proceeds, the Borrower may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Agreement.
Sample 1
Asset Sale Prepayment Offer. (1) Any Net Proceeds from an Asset Sale (and Event of Loss Proceeds) that are not invested or applied as provided and within the time period set forth in Section 10.7 shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $30.0 million, the Borrower shall make an offer to all Lenders, and, if required by the terms of any Pari Passu Indebtedness to the holders of such Pari Passu Indebtedness, (an “Asset Sale Offer”), to prepay the maximum principal amount of Loans and such Pari Passu Indebtedness, that is an integral multiple of $1,000 that may be prepaid out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Agreement. The Borrower shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceeds $30.0 million by mailing the notice required pursuant to the terms of this Agreement, with a copy to the Administrative Agent. To the extent that the aggregate amount of Loans and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Borrower may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Agreement. If the aggregate principal amount of Loans or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Administrative Agent shall select the Loans and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Loans or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.
Sample 1
Asset Sale Prepayment Offer. Promptly, and in any event within ten (10) Business Days after the Borrower becomes obligated to make an Asset Sale Offer pursuant to Section 6.09, the Borrower shall make an offer to prepay the Loans at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the prepayment date. In order to make an Asset Sale Offer, the Borrower shall provide a written notice thereof to the Administrative Agent. Such notice shall contain the following:
Sample 1
Asset Sale Prepayment Offer. Promptly, and in any event within 30 days after the Borrower becomes obligated to make a Prepayment Offer pursuant to Section 6.09, the Borrower shall make an offer to prepay (the “Prepayment Offer”) the Loans and the First Priority Notes (and, to the extent required by the terms of any agreement governing other Permitted First Priority Obligations, pro rata to such other Permitted First Priority Obligations), which offer shall be in the amount of the Excess Proceeds, on a pro rata basis according to principal amount, at a prepayment price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date (subject to any right of holders of record of the First Priority Notes or other Permitted First Priority Obligations on any record date to receive interest due for any period prior to such date of prepayment). In order to make a Prepayment Offer, the Borrower shall provide a written notice thereof to the Administrative Agent. Such notice shall contain the following information:
Sample 1
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Related to Asset Sale Prepayment Offer

  • Prepayment Prepayment of the Notes to be prepaid pursuant to this Section 8.7 shall be at 100% of the principal amount of such Notes, together with accrued and unpaid interest on such Notes accrued to the date of prepayment but without any Make-Whole Amount. The prepayment shall be made on the Change in Control Proposed Prepayment Date, except as provided by Section 8.7(f).

  • Offer to Prepay Notes The offer to prepay Notes contemplated by subparagraphs (a) and (b) of this Section 8.7 shall be an offer to prepay, in accordance with and subject to this Section 8.7, all, but not less than all, the Notes held by each holder (in this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in such offer (the “Proposed Prepayment Date”). If such Proposed Prepayment Date is in connection with an offer contemplated by subparagraph (a) of this Section 8.7, such date shall be not less than 20 days and not more than 30 days after the date of such offer (if the Proposed Prepayment Date shall not be specified in such offer, the Proposed Prepayment Date shall be the 20th day after the date of such offer).

  • Prepayments, Etc of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness, except (a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement and (b) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness permitted pursuant to Section 7.02(d).

  • Required Prepayments On August 1, 2002, and on each August 1 thereafter to and including August 1, 2010, the Company will prepay $5,000,000 principal amount (or such lesser principal amount as shall then be outstanding) of the Notes at par and without payment of the Make-Whole Amount or any premium, provided that upon any partial prepayment of the Notes pursuant to Sections 8.2 or 10.2 or purchase of the Notes permitted by Section 8.5, the principal amount of each required prepayment of the Notes becoming due under this Section 8.1 on and after the date of such prepayment or purchase shall be reduced in the same proportion as the aggregate unpaid principal amount of the Notes is reduced as a result of such prepayment or purchase.

  • Prepayment of Notes 3 Section 2.1.

  • Payment Prepayment All payments shall be made in lawful money of the United States of America at such place as the Holder hereof may from time to time designate in writing to the Company. Payment shall be credited first to the accrued interest then due and payable and the remainder applied to principal. Prepayment of this Note may be made at any time without penalty.

  • Prepayment Fees Borrower agrees to pay to each [New Term Loan Lender] the following prepayment fees, if any: [ ]. [Insert other additional prepayment provisions with respect to New Term Loans]

  • Prepayment of Loan So long as ECOLOGY shall hold this loan, the RECIPIENT may prepay the entire unpaid principal balance of and accrued interest on the loan or any portion of the remaining unpaid principal balance of the Loan Amount . Any prepayments on the loan shall be applied first to any accrued interest due and then to the outstanding principal balance of the Loan Amount. If the RECIPIENT elects to prepay the entire remaining unpaid balance and accrued interest, the RECIPIENT shall first contact ECOLOGY’s Revenue/Receivable Manager of the Fiscal Office.

  • Mandatory Prepayment The Borrower shall be obliged to prepay the Relevant Amount if a Ship is sold or becomes a Total Loss:

  • Permitted Prepayment Borrower shall have the option to prepay all, but not less than all, of the Term Loan Advances, provided Borrower (i) delivers written notice to Bank of its election to prepay the Term Loan Advances at least ten (10) days prior to such prepayment, and (ii) pays, on the date of such prepayment (A) the outstanding principal plus accrued and unpaid interest with respect to the Term Loan Advances, (B) the Final Payment, (C) the Prepayment Fee, and (D) all other sums, if any, that shall have become due and payable with respect to the Term Loan Advances, including interest at the Default Rate with respect to any past due amounts.

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