Common use of Asset Sales and Recovery Events Clause in Contracts

Asset Sales and Recovery Events. Unless the Required Lenders shall otherwise agree, if any NM Group Member shall receive Net Cash Proceeds from any Asset Sale (excluding any such Disposition permitted by clause (a), (b) (except in reference to Section 6.4(c), unless such Disposition is to the Borrower or any Restricted Subsidiary), (c), (d), (e), (f), (h), (j) (to the extent constituting a Disposition to the Borrower or a Restricted Subsidiary that is a Guarantor), (k), (l), (n), (o), (p), (q), (r), (s), (t) or (u) of Section 6.5)) during any fiscal year or Recovery Event, then, no later than ten (10) Business Days following the date of receipt by such NM Group Member of such Net Cash Proceeds, the Term Loans and Revolving Credit Loans shall be repaid, and/or the outstanding Letters of Credit shall be Cash Collateralized, by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.10(d); provided, that notwithstanding the foregoing, at the option of the Borrower, any NM Group Member may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business other than printing paper, ink, Inventory (as defined in the UCC) or raw materials (or to use such Net Cash Proceeds to replace assets Disposed of in such Asset Sale) within (x) twelve (12) months following receipt of such Net Cash Proceeds or (y) if such NM Group Member enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereof, within one hundred eighty (180) days after the end of such twelve-month period; provided further, that if any Net Cash Proceeds that are not so reinvested, such Net Cash Proceeds less any amount previously expended to acquire, refurbish, improve and/or repair such assets shall be applied at the end of such reinvestment period; provided, however, that no such Net Cash Proceeds received in connection with any Asset Sale and not reinvested pursuant to the first or second proviso above shall be required to be used to prepay the Term Loans until the aggregate amount of all such Net Cash Proceeds received and not reinvested during the term of this Agreement shall exceed $1,000,000 (the “Asset Sale Threshold Amount”) (and thereafter, only Net Cash Proceeds received and not reinvested in excess of such Asset Sale Threshold Amount shall be required to be used to prepay the Term Loans as set forth in Section 2.10(d)).

Asset Sales and Recovery Events. Unless the Required Lenders shall otherwise agree, if any NM Group Member shall receive Net Cash Proceeds from any Asset Sale (excluding any such Disposition permitted by clause (a), (b) (except in reference to Section 6.4(c), unless such Disposition is to If the Borrower or any of its Restricted Subsidiary), Subsidiaries receives Net Proceeds from a Recovery Event or Asset Sale with respect to any of its property (c), (d), (e), (f), (h), (jexcluding property constituting ABL Priority Collateral) (to the extent constituting a Disposition to the Borrower or a Restricted Subsidiary that is a Guarantor), (k), (l), (n), (o), (p), (q), (r), (s), (t) or (u) of Section 6.5)) during any fiscal year which results in Net Proceeds in connection with such Asset Sale or Recovery Event, thentogether with all other Asset Sales and Recovery Events occurring during the Fiscal Year, no later than ten (10) Business Days following in excess of $1,500,000, the date Borrower shall prepay an aggregate principal amount of Term Loans equal to such Net Proceeds promptly after receipt thereof by such NM Group Member Person; provided that so long as no Event of Default shall have occurred and be continuing, the recipient of any such Net Cash Proceeds, the Term Loans and Revolving Credit Loans shall be repaid, and/or the outstanding Letters of Credit shall be Cash Collateralized, by Proceeds realized in an amount equal to Asset Sale or Recovery Event described in this Section 2.13(b) may (i) reinvest the amount of any such Net Cash Proceeds, as set forth in Section 2.10(d); provided, that notwithstanding the foregoing, at the option Proceeds within three hundred sixty-five (365) days of the Borrower, any NM Group Member may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business other than printing paper, ink, Inventory (as defined in the UCC) or raw materials (or to use such Net Cash Proceeds to replace assets Disposed of in such Asset Sale) within (x) twelve (12) months following receipt of such Net Cash Proceeds thereof or (yii) if such NM Group Member enters enter into a legally binding commitment to reinvest the amount of any such Net Cash Proceeds within twelve three hundred sixty-five (12365) months following days of receipt thereof, thereof and subsequently reinvest such committed amount within one hundred eighty (180) days after the end expiration of such twelvethree hundred sixty-month five (365) day period, in each case, in replacement assets of a kind then used or usable in the business of such recipient (excluding current assets); provided further, that if any Net Cash Proceeds that are the recipient does not so reinvested, intend to fully reinvest such Net Cash Proceeds less any amount previously expended to acquireProceeds, refurbish, improve and/or repair or if the time period set forth in this sentence expires without such assets shall be applied at the end of such reinvestment period; provided, however, that no recipient having reinvested such Net Cash Proceeds received in connection with any Asset Sale and not reinvested pursuant to Proceeds, the first or second proviso above Borrower shall be required to be used to prepay the Term Loans until the aggregate in an amount of all equal to such Net Cash Proceeds received and (to the extent not reinvested during the term of this Agreement shall exceed $1,000,000 (the “Asset Sale Threshold Amount”) (and thereafter, only Net Cash Proceeds received and not reinvested in excess of such Asset Sale Threshold Amount shall be required or intended to be used to prepay the Term Loans as set forth in Section 2.10(d)reinvested within such time period).

Asset Sales and Recovery Events. Unless the Required Lenders shall otherwise agree, if any NM Group Member shall receive Net Cash Proceeds from any Asset Sale (excluding any such Disposition permitted by clause (a), (b) (except in reference to Section 6.4(c), unless such Disposition is to the Borrower or any Restricted Subsidiary), (c), (d), (e), (f), (h), (j) (to the extent constituting a Disposition to the Borrower or a Restricted Subsidiary that is a Guarantor), (k), (l), (n), (o), (p), (q), (r), (s), (t) or (u) of Section 6.5)) during any fiscal year or Recovery Event, then, no later than ten (10) Business Days following the date of receipt by such NM Group Member of such Net Cash Proceeds, the Term Loans and Revolving Credit Loans shall be repaid, and/or the outstanding Letters of Credit shall be Cash Collateralized, by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.10(d); provided, that notwithstanding the foregoing, at the option of the Borrower, any NM Group Member may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business other than printing paper, ink, Inventory (as defined in the UCC) or raw materials (or to use such Net Cash Proceeds to replace assets Disposed of in such Asset Sale) within (x) twelve (12) months following receipt of such Net Cash Proceeds or (y) if such NM Group Member enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereof, within one hundred eighty (180) days after the end of such twelve-month period; provided further, that if any Net Cash Proceeds that are not so reinvested, such Net Cash Proceeds less any amount previously expended to acquire, refurbish, improve and/or repair such assets shall be applied at the end of such reinvestment period; provided, however, that no such Net Cash Proceeds received in connection with any Asset Sale and not reinvested pursuant to the first or second proviso above shall be required to be used to prepay the Term Loans until the aggregate amount of all such Net Cash Proceeds received and not reinvested during the term of this Agreement shall exceed $$ 1,000,000 (the ““ Asset Sale Threshold Amount”) (and thereafter, only Net Cash Proceeds received and not reinvested in excess of such Asset Sale Threshold Amount shall be required to be used to prepay the Term Loans as set forth in Section 2.10(d)).