Dispositions; Casualty Events Sample Clauses

Dispositions; Casualty Events. (A) All Net Cash Proceeds described in clauses (a) or (d) of the definition thereof that are realized or received by the Parent and its Subsidiaries (but, in the case of any Property-Level Subsidiary, only to the extent permitted by the terms of any Mortgage Indebtedness to distribute such net cash proceeds to the Borrower), shall be paid to the Administrative Agent, for distribution to the Lenders for application to the Loans in accordance with the provisions of Section 2.04(c), within five (5) Business Days after realization or receipt of such Net Cash Proceeds; provided that, in respect of Net Cash Proceeds realized or received with respect to any Disposition of a Hotel Property or other Disposition pursuant to clauses (e), (h)(vii) and (h)(viii) of Section 7.05 or any Casualty Event, no such prepayment shall be required pursuant to this Section 2.04(b)(i)(A) if, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention, to either (1) reinvest or cause to be reinvested all or a portion of such Net Cash Proceeds in accordance with Section 2.04(b)(i)(B) or (2) utilize all or a portion of such Net Cash Proceeds to fund operations at Property-Level Subsidiaries in accordance with Section 2.04(b)(i)(C) (which election may only be made if no Event of Default has occurred and is then continuing).
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Dispositions; Casualty Events. Immediately upon any Disposition by any Borrower or any Loan Party pursuant to Section 7.02(d)(ii), the Borrowers shall prepay the outstanding principal of the Revolving Loans in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received by the Borrowers or any such Loan Party in connection with such Disposition. Upon the loss, destruction or taking by condemnation of any Collateral, the Borrowers shall prepay the outstanding principal of the Revolving Loans in an amount equal to one hundred percent (100%) of the Loss Proceeds received by any Loan Party in connection therewith, net of any reasonable expenses incurred in collecting such Loss Proceeds; provided, that, such prepayment shall not be required if, but only if, each of the following conditions are fully satisfied in a manner acceptable to the Agent (in its Permitted Discretion): (A) no Default or Event of Default has occurred or would result from such loss, destruction or taking, would result from the receipt of such Loss Proceeds or would result from the proposed use or disbursement of such Loss Proceeds, (B) one hundred percent (100%) of such Loss Proceeds are immediately deposited into a separate deposit account selected by the Agent, which deposit account shall be subject to a Control Agreement, over which the Agent shall have full dominion and control and a perfected, first priority security interest, (C) the Agent receives from Administrative Borrower a certificate within two (2) months after the Loan Party’s receipt of such Loss Proceeds, stating that all or part of such Loss Proceeds shall be used to replace the assets or property lost, destroyed or taken, in accordance with this Section and the other terms and conditions of this Agreement within twelve months after the receipt of such Loss Proceeds (which certificate shall set forth an estimate of the Loss Proceeds to be so expended and reasonably identify the assets to be purchased with such Loss Proceeds), and (D) Administrative Borrower delivers to the Agent within twelve months after receipt of such Loss Proceeds receipts and such other evidence as the Agent may require in connection with the acquisition of the assets and property so identified (whereupon, subject to the satisfaction of the other conditions set forth in this paragraph, the Agent shall disburse such Loss Proceeds in connection with replacing the assets or property of such Loan Party lost, destroyed or taken by such Loan Party within twelve months a...
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Dispositions; Casualty Events. Immediately upon any Disposition by any Loan Party, the Borrowers shall deposit an amount equal to 100% of the Net Cash Proceeds received by any Loan Party in connection with such Disposition into the Cash Collateral Account. Upon the loss, destruction or taking by condemnation of any Collateral, the Borrowers shall deposit an amount equal to 100% of the proceeds in excess of $750,000 in the aggregate for any Fiscal Year received by any Loan Party in connection therewith, net of any reasonable expenses incurred in collecting such proceeds, into the Cash Collateral Account.
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Dispositions; Casualty Events. (A) Immediately upon any Disposition by any Borrower or any Loan Party pursuant to Section 7.02(c)(ii), the Borrowers shall prepay the outstanding principal of the Term Loans (or, if the Term Loans have been paid in full, the Revolving Loans) in an amount equal to 100% of the Net Cash Proceeds received by any Borrower or any Loan Party in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by any Borrower or any Loan Party (and not paid to the Administrative Agent as a prepayment of the Term Loans) shall exceed for all such Dispositions since the Effective Date $200,000, provided that (i) except during the continuance of a Default or an Event of Default, proceeds from the Disposition of computer and communications equipment not in excess of $500,000 in the aggregate shall not be required to be so prepaid to the extent such proceeds are used to replace the computer and communications equipment in respect of which such proceeds were paid if the Administrative Borrower delivers a certificate to the Collateral Agent on or prior to such date stating that such proceeds shall be used to replace or restore any such computer or communications equipment within a period specified in such certificate not to exceed 90 days after the date of receipt of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended) and (ii) if all or any portion of such proceeds not so applied to the repayment of the Loans are not so used within the period specified in the relevant certificate furnished pursuant to clause (i) above, such remaining portion shall be prepaid on the last day of such specified period.
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Dispositions; Casualty Events. Immediately -------------------- upon any Disposition by the Borrower and/or the receipt of any Non-Ordinary Course Proceeds by Borrower in excess of $50,000 in the aggregate, the Borrower shall prepay the outstanding principal of the Term Loans in an amount equal to 100% of the Net Cash Proceeds and Non-Ordinary Course Proceeds received by the Borrower in connection with such Disposition. Upon the loss, destruction or taking by condemnation of any Collateral, the Borrower shall prepay the outstanding principal of the Term Loans in an amount equal to 100% of the proceeds received by the Borrower in excess of $50,000 in the aggregate in connection therewith, net of any reasonable expenses incurred in collecting such net proceeds. Any amounts paid or prepaid on the Term Loans may not be subsequently reborrowed.
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Dispositions; Casualty Events. Immediately upon any Disposition by the Borrower or any Loan Party pursuant to Section 7.02(c)(ii), other than any Disposition of any asset in which the Trustee has been granted a Lien to secure the Senior Secured Notes, the Borrower shall prepay the outstanding principal of the Term Loans in an amount equal to 100% of the Net Cash Proceeds received by the Borrower or any Loan Party in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by the Borrower or any Loan Party (and not paid to the Administrative Agent as a prepayment of the Term Loans) shall exceed for all such Dispositions since the Effective Date $50,000. Upon the loss, destruction or taking by condemnation of any Collateral, the Borrower shall prepay the outstanding principal of the Term Loans (or, to the extent such loss or destruction is with respect to Inventory, the Revolving Loans) in an amount equal to 100% of the proceeds received by the Borrower or any Loan Party in connection therewith, net of any reasonable expenses incurred in collecting such net proceeds.
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Dispositions; Casualty Events. Immediately upon any Disposition by the Borrower or any of its Subsidiaries pursuant to Section 6.02(c)(ii) (other than subclause (A) of such Section) (each, a "Subject Disposition"), which, when aggregated with all other Subject Dispositions since the Effective Date, results in Net Cash Proceeds exceeding $50,000, the Borrower shall prepay the outstanding principal of the Revolving Loans in an amount equal to 100% of the Net Cash Proceeds in excess of $50,000 received by the Borrower or any of its Subsidiaries in connection with all such Subject Dispositions. Upon the loss, destruction or taking by condemnation of any Collateral, the Borrower shall prepay the outstanding principal of the Revolving Loans in an amount equal to 100% of the proceeds received by the Borrower and its Subsidiaries in connection therewith, net of any reasonable expenses incurred in collecting such net proceeds. (iii) Upon the issuance or incurrence by the Borrower or any of its Subsidiaries of any Indebtedness except Permitted Indebtedness, or the sale or issuance by the Borrower or any of its Subsidiaries of any shares of its Capital Stock, the Borrower shall prepay the outstanding amount of the Revolving Loans in an amount equal to 100% of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries in connection therewith. The provisions of this subsection (iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions hereof. (d)
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Related to Dispositions; Casualty Events

  • Casualty Events Not later than ten (10) Business Days following the receipt of any Net Cash Proceeds from a Casualty Event by any Group Member, the Borrower shall apply an amount equal to 100% of such Net Cash Proceeds to make prepayments in accordance with Section 2.10(h) and (i); provided that

  • Casualty Event Any loss of, or damages to, or any condemnation or other taking of any assets or property of the Companies for which any Company receives insurance proceeds, proceeds of a condemnation award or other compensation.

  • No Casualty Event No Company has received any notice of, nor has any knowledge of, the occurrence or pendency or contemplation of any Casualty Event affecting all or any portion of its property. No Mortgage encumbers improved Real Property that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 unless flood insurance available under such Act has been obtained in accordance with Section 5.04.

  • Notice of Casualty Events Prompt written notice, and in any event within three Business Days, of the occurrence of any Casualty Event or the commencement of any action or proceeding that could reasonably be expected to result in a Casualty Event.

  • 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.

  • 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.

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

  • Disposition of Proceeds of Asset Sales The Company shall not, and shall not permit any Restricted Subsidiary or Restricted Affiliate to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary or such Restricted Affiliate, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash or Cash Equivalents; provided that the amount of any liabilities (other than Subordinated Indebtedness or Indebtedness of a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases the Company or such Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability shall be treated as cash for purposes of this Section 10.15. The Company or the applicable Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth in clause (ii) of the preceding sentence or invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall constitute "Excess Proceeds."

  • Asset Dispositions Make any Asset Disposition except:

  • 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.

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