Common use of Asset Sales and Casualty Events Clause in Contracts

Asset Sales and Casualty Events. Upon (1) the consummation of any Asset Sale (other than sales permitted under Sections 6.12.1, 6.12.2, 6.12.3, or, solely with respect to real Property which is not a Mortgaged Property, 6.12.5) by the Borrower or any Subsidiary or (2) the Borrower or any Subsidiary suffering an Event of Loss, in each case within five (5) Business Days after the Borrower's or any of its Subsidiaries' receipt of any Net Cash Proceeds (or conversion to cash of non-cash proceeds (whether principal or interest and including securities, release of escrow arrangements)) received from any such Asset Sale or Event of Loss, the Borrower shall make a mandatory prepayment of the Loans, subject to the provisions governing the application of payments set forth in Section 2.2(e), in an amount equal to one hundred percent (100%) of such Net Cash Proceeds. Notwithstanding the foregoing, Net Cash Proceeds of Asset Sales or Events of Loss, with respect to which the Borrower shall have given the Administrative Agent written notice of its intention to repair or replace the Property subject to any such Asset Sale or Event of Loss or invest such Net Cash Proceeds in the purchase of assets (other than securities, unless those securities represent equity interests in an entity that becomes a Guarantor) to be used by one or more of the Borrower or the Guarantors in their businesses within one year following such Event of Loss, shall not be subject to the provisions of the first sentence of this Section 2.2(b) unless and to the extent that such applicable period shall have expired without such repair or replacement having been made.

Asset Sales and Casualty Events. Upon (1) the consummation of any Asset Sale (other than sales permitted under Sections Section 6.12.1, 6.12.2, 6.12.3, or, solely with respect to real Real Property which is not a Mortgaged PropertyReal Property Collateral, 6.12.5) by the Borrower or any Subsidiary or (2) the Borrower or any Subsidiary suffering an Event of Loss, in each case within five (5) Business Days after the Borrower's or any of its Subsidiaries' receipt of any Net Cash Proceeds (or conversion to cash of non-cash proceeds (whether principal or interest and including securities, release of escrow arrangements)) received from any such Asset Sale or Event of Loss, the Borrower shall make a mandatory prepayment of the Loans, subject to the provisions governing the application of payments set forth in Section 2.2(e), in an amount equal to one hundred percent (100%) of such Net Cash Proceeds. Notwithstanding the foregoing, Net Cash Proceeds of Asset Sales or Events of Loss, with respect to which the Borrower shall have given the Administrative Agent written notice of its intention to repair or replace the Property subject to any such Asset Sale or Event of Loss or invest such Net Cash Proceeds in the purchase of assets (other than securities, unless those securities represent equity interests in an entity that becomes a Guarantor) to be used by one or more of the Borrower or the Guarantors in their businesses within one year following such Event of Loss, shall not be subject to the provisions of the first sentence of this Section 2.2(b) unless and to the extent that such applicable period shall have expired without such repair or replacement having been made.

Asset Sales and Casualty Events. Upon (1a) If the consummation Parent Guarantor or any of its Subsidiaries shall receive Net Proceeds from any Asset Sale (other than sales permitted under Sections 6.12.1the sale or issuance of Equity Interests of the Borrower), 6.12.2, 6.12.3, or, solely with respect to real Property which is not a Mortgaged Property, 6.12.5) by the Borrower or any Subsidiary or (2) the Borrower or any Subsidiary suffering an Event 100% of Loss, in each case such Net Proceeds shall be applied within five (5) two Business Days after the Borrower's receipt thereof toward an Offer to Repay Term B Loans or any of its Subsidiaries' receipt of any Net Cash Proceeds (or conversion to cash of non-cash proceeds (whether principal or interest and including securities, release of escrow arrangements)) received from any such Asset Sale or Event of Loss, the Borrower shall make a mandatory prepayment of the Loans, subject to the provisions governing the application of payments Revolving Loans as set forth in Section 2.2(e2.05A(c), in an amount equal to one hundred percent ; provided that (100%x) of such the Net Cash Proceeds. Notwithstanding the foregoing, Net Cash Proceeds of from Asset Sales or Events of Loss, with respect to which the Borrower shall have given the Administrative Agent written notice of its intention to repair or replace the Property subject to any such Asset Sale or Event of Loss or invest such Net Cash Proceeds in the purchase of assets (other than securities, unless those securities represent equity interests in an entity that becomes a Guarantor) to be used permitted by one or more of the Borrower or the Guarantors in their businesses within one year following such Event of Loss, Section 6.05 shall not be subject required to the provisions of the first sentence of this Section 2.2(b) unless be applied as provided herein on such date if and to the extent that (1) no Event of Default then exists or would arise therefrom and (2) the U.S. Borrower delivers an officers' certificate to the Administrative Agent on or prior to the date of such applicable Asset Sale stating that such Net Proceeds shall be reinvested in Property used or usable in the business of the U.S. Borrower and its Subsidiaries in each case within one year following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended), and (y) if all or any portion of such Net Proceeds not so applied as provided herein is not so used within such one year period, such remaining portion shall be applied on the last day of such period as specified in this Section 2.05A(a); provided, further, if the Property subject to such Asset Sale constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds thereof pursuant to this subsection shall have expired without such repair be mortgaged or replacement having been madepledged, as the case may be, to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Section 5.11.

Asset Sales and Casualty Events. Upon (1) the consummation of any Asset Sale (other than sales permitted under Sections 6.12.1, 6.12.2, 6.12.3, or, solely with respect to real Property which is not a Mortgaged Property, 6.12.56.12.4) by the Borrower or any Subsidiary or (2) the Borrower or any Subsidiary suffering an Event of Loss, in each case within five ten (510) Business Days after the Borrower's or any of its Subsidiaries' receipt of any Net Cash Proceeds (or conversion to cash of non-cash proceeds (whether principal or interest and including securities, release of escrow arrangements)) received from any such Asset Sale or Event of Loss, the Borrower shall make a mandatory prepayment of the Term Loans, subject to the provisions governing the application of payments set forth in Section 2.2(e2.2(d), in an amount equal to one hundred percent (100%) of such Net Cash Proceeds. Notwithstanding the foregoing, Net Cash Proceeds of Asset Sales or Events of Loss, (i) with respect to which the Borrower shall have given the Administrative Agent written notice of its intention to repair or replace the Property subject to any such Asset Sale or Event of Loss or invest such Net Cash Proceeds in the purchase of assets (other than securities, unless those securities represent equity interests in an entity that becomes a Guarantor) to be used by one or more of the Borrower or the Guarantors in their businesses within one year following such Event of Loss, or (ii) if not so utilized to repair or replace or to invest if such Net Cash Proceeds do not exceed $2,000,000 in the aggregate, shall not be subject to the provisions of the first sentence of this Section 2.2(b) unless and to the extent that such applicable period shall have expired without such repair or replacement having been made.

Asset Sales and Casualty Events. Upon (1) the consummation of any Asset Sale (other than sales or other dispositions permitted under Sections 6.12.1, 6.12.2, 6.12.3, or, solely with respect to real Property which is not a Mortgaged Property, 6.12.3 or 6.12.5) by the Borrower or any Subsidiary or (2) the Borrower or any Subsidiary suffering an Event of Loss, in each case within five (5) Business Days after the Borrower's ’s or any of its Subsidiaries' ’ receipt of any Net Cash Proceeds (or conversion to cash of non-cash proceeds (whether principal or interest and including securities, release of escrow arrangements)) received from any such Asset Sale or Event of Loss, the Borrower shall make a mandatory prepayment of the Revolving Loans, subject to the provisions governing the application of payments set forth in Section 2.2(e2.2(d), in an amount equal to one hundred percent (100%) of such Net Cash Proceeds. Notwithstanding the foregoing, Net Cash Proceeds of Asset Sales or Events of Loss, with respect to which the Borrower shall have given the Administrative Agent written notice of its intention to repair or replace the Property subject to any such Asset Sale or Event of Loss or invest such Net Cash Proceeds in the purchase of assets (other than securities, unless those securities represent equity interests in an entity that becomes a Guarantor) to be used by one or more of the Borrower or the Guarantors in their businesses within one year following such Event of Loss, shall not be subject to the provisions of the first sentence of this Section 2.2(b) unless and to the extent that such applicable period shall have expired without such repair or replacement having been made.