Common use of Dispositions Clause in Contracts

Dispositions. Promptly, and in no event later than three Business Days of the date of receipt by any Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) or (p) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 3 contracts

Samples: Credit Agreement (Connecture Inc), Credit Agreement (Connecture Inc), Credit Agreement (Connecture Inc)

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Dispositions. Promptly, and in no event later than three Business Days of the date of receipt by any Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) or (p) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.4(f)(i) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii2.4(f)(i); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 3 contracts

Samples: Term Loan Agreement (Connecture Inc), Term Loan Agreement (Connecture Inc), Term Loan Agreement (Connecture Inc)

Dispositions. Promptly, and in no event later than Within three Business Days of the date of receipt by any Borrower Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower of assets of any Loan Party or any of its Subsidiaries of assets (including Net Cash Proceeds of insurance or arising from casualty losses or condemnations and payments in lieu thereof, but excluding Net Cash Proceeds from sales or dispositions which qualify as Permitted Dispositions (other than under clauses (ag), (bh), (c), (d), (e), (f), (i), (j), (k), (l), (m), (nq) or (pv) of the definition of Permitted Dispositions)), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided thatprovided, that so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent prior written notice of such Borrower’s Borrowers' intention to apply such monies to the costs of replacement replacement, substitution or restoration of the properties or assets that are the subject of such sale or disposition or casualty loss or condemnation, or the cost of purchase or construction of other assets useful in the business of such Borrower Loan Party or its SubsidiariesSubsidiaries (in any case, other than current assets except to the extent the assets subject to the applicable Disposition were current assets), (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority (subject to Permitted Liens to the extent any such Liens would have priority over the Agent's Liens pursuant to any applicable law or an agreement expressly permitted hereunder to have such senior priority) security interest, and (D) such Borrower Loan Party or its SubsidiariesSubsidiary, as applicable, complete completes such replacement, restoration, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party or such Loan Party's Subsidiary whose assets were the subject of such disposition or casualty loss or condemnation shall have the option to apply such monies to the costs of replacement replacement, substitution or restoration or casualty loss or condemnation of the assets that are the subject of such sale or disposition or casualty loss or condemnation or the costs of purchase or construction of other assets useful in the business of such Loan Party or such Subsidiary unless and to the extent that such applicable period shall have expired without such replacement, restoration, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower Loan Party nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, restorations, purchases, or construction in excess of $500,000 5,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 3 contracts

Samples: Credit Agreement (Farmer Brothers Co), Credit Agreement (Farmer Brothers Co), Credit Agreement (Farmer Brothers Co)

Dispositions. Promptly, and Make any Disposition unless (a) the consideration paid in no event later than three Business Days connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the date of receipt by any Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) or (p) of the definition of Permitted Dispositions), Borrowers transaction and shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) be in an amount equal to 100% not less than the fair market value of the Property disposed of and (b) the total book value of all of the assets sold or otherwise disposed of by the Company and its Subsidiaries in all such Net Cash Proceeds transactions in any fiscal year of the Company represent less than fifteen percent (including condemnation awards and payments in lieu thereof15%) received by such Person in connection with such sales or dispositionsof Consolidated Total Assets determined as of the last day of the immediately preceding fiscal year; provided that, so long in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. (“TCM”) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as (Arequired by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default shall have occurred and is continuing exists or would result arises therefrom, (B) such Borrower shall have given Agent written notice upon the sale, exchange, transfer or other disposition of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement all of the assets that are the subject or Capital Stock of such sale or disposition or the costs of purchase or construction of other assets useful in the business of a Loan Party not prohibited by this Section 8.05, such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid deemed automatically and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to Agent evidence such release and applied discharge. For purposes of clarification, the release of TCM and/or TMS in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries the terms hereof shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4not constitute a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Teledyne Technologies Inc), Credit Agreement (Teledyne Technologies Inc), Credit Agreement (Teledyne Technologies Inc)

Dispositions. Promptly, and in no event later than three Within 3 Business Days of the date of receipt by any Borrower Parent or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower Parent or any of its Subsidiaries of assets (including insurance proceeds and proceeds from casualty losses or condemnations condemnations, but excluding proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), or (n) or (p) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 2,500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 3 contracts

Samples: Credit Agreement (PointClickCare Corp.), Credit Agreement (PointClickCare Corp.), Credit Agreement (PointClickCare Corp.)

Dispositions. Promptly, and in no event later than three Within 3 Business Days of the date of receipt by any Borrower Parent or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), or (n) or (p) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.12(e)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition (or within such 180 day period have entered into a binding contractual arrangement to complete such replacement, purchase, or construction, so long as such contractual arrangement is reasonably satisfactory to Agent and such replacement, purchase, or construction is completed within 270 days after the initial receipt of such proceeds) shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs cost of purchase or construction of other assets useful in the business of such Loan Party parent or its Subsidiaries (or binding contractual obligations) unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii2.12(e)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.12(d)(ii) shall permit any Borrower Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 2 contracts

Samples: Credit Agreement (LiveVox Holdings, Inc.), Credit Agreement (LiveVox Holdings, Inc.)

Dispositions. PromptlySubject to the provisions of the Intercreditor Agreement (if it is in full force and effect), and in no event later than within three (3) Business Days of the date of receipt by any Borrower Credit Party or any of its Subsidiaries of the Net Cash Proceeds in excess of $5,000,000 from any voluntary or involuntary sale or disposition Disposition by such Borrower any Credit Party or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), ) and (l), (m), (n) or (p) of the definition of Permitted Dispositions”, but including casualty losses or condemnations in respect thereof), Borrowers the Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) Loans in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositionsDispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such the Borrower shall have given the Administrative Agent prior written notice of such the Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition Disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries, (C) pending application thereof, in the case of Net Proceeds resulting from the Disposition of Term Priority Collateral, the monies are held in a Deposit Term Priority Collateral Account in which the Administrative Agent has a perfected first-priority security interestinterest (subject to Permitted Liens), and (D) such the Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction construction, or enter into a binding commitment with respect to such replacement, purchase or construction, in each case within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition Borrower shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party disposition, unless and to the extent that such applicable 365-day period shall have expired without such replacement, purchase, or construction being made or completedcompleted (or, in the case of replacements, purchases or construction to which the Borrower and Subsidiaries have committed within such 365-day period, to the extent that such replacement, purchase or constriction shall not have been made or completed within 180 days from the end of such 365-day period), in which case, any amounts remaining in the Deposit Account referred to in clause (C) above Net Proceeds not so applied shall be paid to the Administrative Agent and applied to the prepayment of the Loans; provided, however, that, if at the time that any such prepayment would be required, any Credit Party is required to offer to repurchase or to prepay any Other Pari Passu Lien Obligations (or any Permitted Refinancing Indebtedness in respect thereof that is secured by the Collateral on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with such Net Proceeds (such Other Pari Passu Lien Obligations (or any Permitted Refinancing Indebtedness in respect thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness outstanding at such time (and in the case of such Other Applicable Indebtedness, at a prepayment price of no more than 100% of principal amount); provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Loans in accordance with the terms hereof) to the prepayment of the Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.4(f)(ii); provided, that no Borrower nor any 5.2(a) shall be reduced by the amount of its Subsidiaries shall have the right to use such Other Applicable Indebtedness so repaid with such Net Cash Proceeds and to make the extent the holders of Other Applicable Indebtedness decline to have such replacementsOther Applicable Indebtedness repurchased or prepaid, purchases, or construction in excess of $500,000 the declined amount shall promptly (and in any given fiscal yearevent within ten (10) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. Nothing contained in this Section 2.4(e)(i5.2(a) shall permit any Borrower Credit Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.410.4.

Appears in 2 contracts

Samples: Credit Agreement (WABASH NATIONAL Corp), Credit Agreement (WABASH NATIONAL Corp)

Dispositions. Promptly, and in no event later than three Within 1 Business Days Day of the date of receipt by any Borrower or any of its Subsidiaries other Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries of assets other Loan Party which qualifies as a Permitted Disposition under clause (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) or (pq) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.4(f) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales sale or dispositionsdisposition; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower’s 's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiariesthe other Loan Parties, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiariesthe other Loan Parties, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii2.4(f); providedprovided further, that no Borrower nor any of its Subsidiaries payment shall have be required under this Section 2.4(e)(ii) unless the right to use such aggregate Net Cash Proceeds required to make such replacementsbe paid, purchases, after giving effect to the previous proviso of this Section 2.4(e)(ii) equal or construction in excess of exceed $500,000 6,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 2 contracts

Samples: Credit Agreement (Quantum Corp /De/), Credit Agreement (Quantum Corp /De/)

Dispositions. PromptlyAt any time upon the occurrence and during the continuation of a Cash Dominion Event, and in no event later than three within one (1) Business Days Day of the date of receipt by any Borrower or any of its Subsidiaries Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries Loan Party of assets (including insurance proceeds and proceeds from casualty losses or condemnations condemnations, but excluding proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) ), (o), (p), or (pq) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiaries, as applicable, either complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such moniesmonies or enter into a binding commitment during such 180 day period to complete such replacement, purchase or construction, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completedcompleted or without a binding commitment to complete such replacement, purchase or construction being entered into, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that that, no Borrower nor any of its Subsidiaries Loan Party shall have the right to use such Net Cash Proceeds (excluding insurance proceeds and proceeds from casualty losses) to make such replacements, purchases, or construction in excess of $500,000 1,500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 2 contracts

Samples: Credit Agreement (Vector Group LTD), Credit Agreement (Vector Group LTD)

Dispositions. PromptlySubject to the Intercreditor Agreement, and in no event later than three within 1 Business Days Day of the date of receipt by any Borrower or any of its Subsidiaries Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries Loan Party of assets (including casualty losses or condemnations condemnations, but excluding (y) sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), ) or (n) of the definition of Permitted Dispositions, and (z) sales or dispositions which qualify as Permitted Dispositions under clauses (a) or (p) of the definition of Permitted DispositionsDispositions (except to the extent the aggregate Net Cash Proceeds received from any sales or dispositions thereunder during any fiscal year exceed $500,000, in which case such excess Net Cash Proceeds shall be subject to prepayment hereunder) other than the Parkdale JV Interests Collateral), unless otherwise requested by the Required Lenders, Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.3(f) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositionsdispositions and not used to permanently prepay loans under the First Loan Credit Agreement; provided provided, that, in the case of Excess Casualty/Condemnation Proceeds from any casualty loss or condemnation, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent prior written notice of such Borrower’s Borrowers’ intention to apply such monies Excess Casualty/Condemnation Proceeds to the costs of replacement or repair of the properties or assets that are the subject of such sale loss or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiariescondemnation, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) the applicable Loan Party completes such Borrower replacement or its Subsidiaries, as applicable, complete such replacement, purchase, or construction repair within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition loss or condemnation shall have the option to apply such monies Excess Casualty/Condemnation Proceeds to the costs of replacement or repair of the assets that are the subject of such sale loss or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, replacement or construction repair being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii2.3(f); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.3(e)(iii) shall permit any Borrower Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 2 contracts

Samples: Credit Agreement (Unifi Inc), Credit Agreement (Unifi Inc)

Dispositions. Promptly, and in no event later than three Within one (1) Business Days Day of the date of receipt by any Borrower Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower of assets of any Loan Party or any of its Subsidiaries of assets (including Net Cash Proceeds of insurance or arising from casualty losses or condemnations and payments in lieu thereof, in each case, in excess of $250,000 in any fiscal year of Parent, but excluding Net Cash Proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) ), or (po) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided thatprovided, that so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent prior written notice of such Borrower’s Borrowers’ intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower Loan Party or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower Loan Party or its SubsidiariesSubsidiary, as applicable, complete completes such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party or such Loan Party’s Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party or such Subsidiary unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower Loan Party nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 1,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(iii) shall permit any Borrower Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 2 contracts

Samples: Credit Agreement (Tessco Technologies Inc), Credit Agreement (Tessco Technologies Inc)

Dispositions. Promptly, and in no event later than three Within 5 Business Days of the date of receipt by any Borrower Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower Loan Party or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) ), or (p) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositionsdispositions in excess of $500,000, individually or in the aggregate, in any given fiscal year; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower Loan Party or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower Loan Party or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of Irish Holdings or such Loan Party Subsidiary unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of and its Subsidiaries shall not have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 2,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 2 contracts

Samples: Credit Agreement (FleetMatics Group PLC), Credit Agreement (FleetMatics Group PLC)

Dispositions. Promptly, and in no event later than three Within 1 Business Days Day of the date of receipt by any Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries of assets (including insurance proceeds and proceeds from casualty losses or condemnations and sales of Eligible Real Property and Eligible Equipment, but excluding proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), or (n) or (p) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower’s 's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 2,500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 2 contracts

Samples: Credit Agreement (Delta Apparel, Inc), Credit Agreement (Delta Apparel, Inc)

Dispositions. Promptly, and in no event later than three Within 1 Business Days Day of the date of receipt by any Borrower or any of its Subsidiaries Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries Loan Party of assets (including casualty losses or condemnations condemnations, but excluding (y) sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) or (pp)(x) of the definition of Permitted Dispositions”, and (z) sales or dispositions which qualify as Permitted Dispositions under clauses (a) or (q) of the definition of “Permitted Dispositions” (except to the extent the aggregate Net Cash Proceeds received from any sales or dispositions thereunder during any fiscal year exceed $4,000,000, in which case such excess Net Cash Proceeds shall be subject to prepayment hereunder)), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, in the case of Excess Casualty/Condemnation Proceeds from any casualty loss or condemnation, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent prior written notice of such Borrower’s Borrowers’ intention to apply such monies Excess Casualty/Condemnation Proceeds to the costs of replacement or repair of the properties or assets that are the subject of such sale loss or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiariescondemnation, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) the applicable Loan Party completes such Borrower replacement or its Subsidiaries, as applicable, complete such replacement, purchase, or construction repair within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition loss or condemnation shall have the option to apply such monies Excess Casualty/Condemnation Proceeds to the costs of replacement or repair of the assets that are the subject of such sale loss or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, replacement or construction repair being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 2 contracts

Samples: Credit Agreement (Unifi Inc), Credit Agreement (Unifi Inc)

Dispositions. PromptlyAt any time upon the occurrence and during the continuation of a Cash Dominion Event, and in no event later than three within one (1) Business Days of Day after the date of receipt by any Borrower or any of its Subsidiaries Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower (or any of its Subsidiaries of assets (including insurance proceeds or proceeds from casualty losses or condemnations condemnations, but excluding proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) ), (o), (p), or (pq) of the definition of Permitted Dispositions)) of any voluntary or involuntary sale or disposition by such Loan Party of assets, Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.4(f) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereofor other proceeds) received by such Person in connection with such sales sale or dispositionsdisposition; provided that, so long as (A) no Default or Event of Default shall have occurred and is be continuing or would result therefrom, (B) such Borrower Loan Party shall have given Agent prior written notice of such BorrowerLoan Party’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower the Loan Parties or its their Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower Loan Party or its Subsidiaries, as applicable, either complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such moniesmonies or enter into a binding commitment during such 180-day period to complete such replacement, purchase or construction, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such the Loan Party Parties and their Subsidiaries unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completedcompleted or without a binding commitment to complete such replacement, purchase or construction being entered into, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii2.4(f); provided, further, that no Borrower nor any of its Subsidiaries Loan Party shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 1,500,000 in the aggregate for such Loan Party in any given fiscal yearyear (with such limit not applying to insurance proceeds and proceeds from casualty losses). Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 2 contracts

Samples: Credit Agreement (Vector Group LTD), Credit Agreement (Vector Group LTD)

Dispositions. Promptly, and in no event later than three Within 3 Business Days of the date of receipt by any Borrower or any of its Subsidiaries Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries Loan Party of assets (including casualty losses or condemnations but excluding (x) sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n), (p) or (pq) of the definition of Permitted Dispositions, (y) sales or dispositions of any assets that constitute Eligible Equipment of US Loan Parties or Eligible Real Property of US Loan Parties but only if at the time of such sale or disposition the US Fixed Asset Sub-Line Amount is greater than zero, and (z) sales or dispositions of any assets that constitute Eligible Equipment of German Borrower but only if at the time of such sale or disposition the German Fixed Asset Sub-Line Amount is greater than zero), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent prior written notice of such Borrower’s Borrowers’ intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiariesthe applicable Loan Party, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its SubsidiariesLoan Party, as applicable, complete completes such replacement, purchase, or construction within 180 270 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries Loan Party to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (Manitowoc Co Inc)

Dispositions. Promptly, and in no event later than three Within 3 Business Days of the date of receipt by any Borrower Parent or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding (x) sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) or (pn) of the definition of Permitted Dispositions) and (y) any single sale or disposition (including any casualty losses or condemnations) or series of related sales or dispositions for which the aggregate amount of Net Cash Proceeds received from such sales or dispositions or series of related sales or dispositions does not exceed $50,000), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.4(f) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositionsdispositions to the extent that the aggregate amount of Net Cash Proceeds received exceeds $2,500,000 in the aggregate during the term of this Agreement; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Administrative Borrower shall have given Agent prior written notice of such Borrower’s Borrowers’ intention to apply such monies Net Cash Proceeds to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets (other than current assets) useful in the business of such Borrower Parent or its Subsidiaries, (C) the monies Net Cash Proceeds of ABL Priority Collateral (or upon payment in full of the Term Loan Debt and termination of the Term Loan Agreement, any Collateral) are held in a Deposit Account in which Agent has a perfected first-priority security interestinterest (subject to Permitted Liens), and (D) such Borrower Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 one hundred and eighty (180) days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such moniesNet Cash Proceeds, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii2.4(f); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (Colt Defense LLC)

Dispositions. Promptly, and in no event later than three Within two (2) Business Days of the date of receipt by any Borrower or any of its Subsidiaries the Loan Parties of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries the Loan Parties of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), or (n) or (p) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations Term Loan in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent prior written notice of such Borrower’s Borrowers’ intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiariesthe Loan Parties, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiaries, as applicable, the applicable Loan Parties complete such replacement, purchase, or construction within 180 one-hundred eighty (180) days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries Loan Party to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (Nevada Gold & Casinos Inc)

Dispositions. Promptly, and in no event later than three Within 1 Business Days Day of the date of receipt by any Borrower or any of its Subsidiaries Loan Parties of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries Loan Parties of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), or (n) or (p) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, that (x) no prepayment shall be due under this clause (ii) as a result of the sale or disposition of any assets that do not constitute Collateral so long as no Dominion Period is in effect at the time of such sale or disposition and (y) so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its SubsidiariesLoan Parties, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiaries, as applicable, Loan Parties complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 2,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries Loan Parties to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (Power Solutions International, Inc.)

Dispositions. Promptly(a) No Loan Party shall, and in no event later than three Business Days Loan Party shall permit any of its Subsidiaries to, convey, sell, rent, lease, sublease, mortgage, license, transfer or otherwise dispose of (collectively, “Transfer”) any of the date Collateral or any Intellectual Property, except for the following (each, individually, a “Permitted Disposition” and, collectively, “Permitted Dispositions”): (i) sales of receipt inventory in the ordinary course of business, including, without limitation, bulk sales of calcitonin; (ii) dispositions for cash by any Borrower a Loan Party or any of its Subsidiaries of equipment that is no longer used or useful in the Net Cash Proceeds business of any voluntary such Loan Party or involuntary sale such Subsidiary so long as (A) no Default or Event of Default has occurred and is continuing at the time of such disposition by such Borrower or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a)would be caused after giving effect thereto, (b)B) such disposition is made to a third party unaffiliated with any Loan Party and negotiated on an arms length basis and (C) fair value, (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) or (p) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations as determined by Agent in accordance with Section 2.4(f)(ii7.3(b) below, is paid for such equipment; (iii) the sale or sales of equipment specified on such Loan Party’s financials as “excess” and listed for sale, including the assets located in Hauppauge, New York (whether or not listed as “excess”), for cash determined in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided thatarms-length transaction, so long as (A) no Default or Event of Default shall have has occurred and is continuing at the time of such disposition or would result therefrombe caused after giving effect thereto, (B) such Borrower shall have given sale is made to a third party unaffiliated with any Loan Party and negotiated on an arms length basis and (C) fair value, as determined by Agent written notice in accordance with Section 7.3(b) below, is paid for such equipment; (iv) sales or dispositions of such Borrower’s intention to apply such monies to assets, so long as (A) no Default or Event of Default has occurred and is continuing at the costs of replacement of the properties or assets that are the subject time of such sale or disposition or would be cause dafter giving effect thereto, (B) the cost fair market value of purchase such assets does not exceed $10,000, in any given sale or construction of other assets useful disposition, or $50,000, in the business of such Borrower or its Subsidiaries, aggregate over any twelve (12) month period and (C) the monies are held in a Deposit Account in which relevant Loan Party provides written notice to Agent has a perfected first-priority security interest, and at least seven (D7) such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in prior to the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt closing of such moniessale or disposition; (v) sales or dispositions of the Intellectual Property described in Schedule B(VI) hereto, then provided, however, that (A) the relevant Loan Party whose assets were the subject of such disposition shall have the option provides written notice to apply such monies Agent at least seven (7) days prior to the costs of replacement of the assets that are the subject closing of such sale or disposition or the costs of purchase or construction of other assets useful in the business of and (B) each Loan Party covenants and agrees that any and all non-cash consideration received by such Loan Party unless with respect to any such disposition, transfer or sale of such Intellectual Property shall be subject to this Agreement and shall be Collateral hereunder; (vi) a transaction to license, or grant of an option to license, RNAi targets or technology pursuant to a partnering or other development agreement between the Company and certain pharmaceutical companies on substantially the same or better economic terms as set forth in term sheets provided to Agent prior to the extent that such applicable period shall have expired without such replacement, purchasedate hereof (the “Subsequent Pre-Approved Licensing Transaction”); and (vii) a transaction to license, or construction being grant of an option to license, RNAi targets or technology pursuant to a partnering or other development agreement between the Company and certain pharmaceutical companies that (i) is made to a third party unaffiliated with any Loan Party and negotiated on an arms length basis, (ii) is for less than all or completedsubstantially all of the Borrowers’ RNAi Intellectual Property, in which case, any amounts remaining in (iii) is for $5,000,000 or more and (iv) is executed and “closed” during the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4Initial Payment Period.

Appears in 1 contract

Samples: Loan and Security Agreement (MDRNA, Inc.)

Dispositions. Promptly, and in no event later than three Within 3 Business Days of the date of receipt by any Borrower or any of its Subsidiaries Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries Loan Party of assets (including property and casualty losses or condemnations but excluding (A) sales or dispositions which qualify as Permitted Dispositions except for those Permitted Dispositions under clauses (g), (h) and (o) of the definition of Permitted Dispositions and (B) sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), clause (n) or (p) of the definition of Permitted Dispositions)Dispositions up to $1,250,000 in the aggregate) in excess of the Retained Amount in any fiscal year of Borrower, Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person Loan Party in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower’s 's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of the Loan Party whose assets were the subject of such Borrower or its Subsidiariesdisposition, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiaries, as applicable, complete Loan Party completes such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the such Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above cash collateral account shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (Realpage Inc)

Dispositions. PromptlySubject to the applicable provisions of the Intercreditor Agreement, and in no event later than within three (3) Business Days of the date of receipt by any Borrower Loan Party or any of its Subsidiaries of the Net Cash Proceeds in excess of $5,000,00010,000,000 from any voluntary or involuntary sale or disposition by such Borrower any Loan Party or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), ) and (l), (m), (n) or (p) of the definition of Permitted DispositionsDispositions and, to the extent that a Dominion Period is not then in effect, clause (f) of the definition of Permitted Disposition, but including casualty losses or condemnations in respect thereof), Borrowers such Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.4(f) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent prior written notice of such Borrower’s Borrowers’ intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower Borrowers or its their Subsidiaries, (C) pending such application, the monies are held in a Deposit Account in which Agent has a perfected first-priority security interestinterest (subject to Permitted Liens), and (D) such Borrower Borrowers or its their Subsidiaries, as applicable, complete such replacement, purchase, or construction construction, or enter into a binding commitment with respect to such replacement, purchase or construction, in each case within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party or Subsidiary whose assets were the subject of such disposition (in the case of a replacement) or any of the Loan Parties shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs cost of purchase or construction of other assets useful in the business of such Loan Party Borrowers or their Subsidiaries unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completedcompleted (or, in the case of replacements, purchases or construction to which Borrowers or their Subsidiaries have committed within such 365-day period, to the extent that such replacement, purchase or construction shall not have been made or completed within 180 days from the end of such 365-day period), in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii2.4(f); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4. For clarity, in the event that Borrowers at any time elect to apply the Net Cash Proceeds described in this Section 2.4(e)(ii) to prepay the Obligations, the reinvestment requirements described herein shall cease to be applicable to Borrowers and their Subsidiaries without regard to whether such amounts are subsequently reborrowed.

Appears in 1 contract

Samples: Credit Agreement (WABASH NATIONAL Corp)

Dispositions. Promptly, and in no event later than three Within one (1) Business Days Day of the date of receipt by any Borrower or any of its Subsidiaries Loan Party of the Net Cash Proceeds in excess of $100,000 in the aggregate during the term of this Agreement (or all such proceeds at any time while an Event of Default exists) of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries Loan Party of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) or (pg) of the definition of Permitted Dispositions), Borrowers such Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.4(f) in an amount equal to one hundred percent (100% %) of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided provided, that, so long as (A) on the date of any such sale or other disposition arising from casualty losses or condemnation proceedings and after giving effect thereto, no Default or Event of Default exists or shall have occurred and is continuing or would result therefrombe continuing, (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition arising from casualty losses or condemnation proceedings or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-first- priority security interest, and (D) such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 one hundred eighty (180) days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition arising from casualty losses or condemnation proceedings shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that that, no Borrower Loan Party nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 2,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries Loan Party to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (VOXX International Corp)

Dispositions. Promptly, and in no event later than three Within 10 Business Days of the date of receipt by any Borrower or any of its Subsidiaries other Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries other Loan Party of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), ) or (n) or (pexcept to the extent such payment is required pursuant to such clause (n)) of the definition of Permitted DispositionsDispositions and, prior to the payment in full of the Term Loan Debt, excluding sales or dispositions of Term Loan Priority Collateral (as defined in the Intercreditor Agreement)) to the extent the Net Cash Proceeds of such sales and dispositions exceed $3,000,000 in the aggregate during the term of this Agreement, Borrowers Borrower shall prepay the outstanding principal amount of the Obligations (without any reduction in the Revolver Commitments) in accordance with Section 2.4(f)(ii2.4(f) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiariesany other Loan Party, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiariessuch other Loan Party, as applicable, complete completes such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies in an aggregate amount not to exceed $5,000,000 in any fiscal year to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that either (x) such applicable period shall have expired without such replacement, purchase, or construction being made or completed, or (y) there shall occur an Event of Default that is continuing, then, in which either case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii) (without any reduction in the Revolver Commitments); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (Federal Signal Corp /De/)

Dispositions. Promptly, and in no event later than three Within 2 Business Days of the date of receipt by any Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale sale, disposition, or disposition loss by such Borrower or any of its Subsidiaries of assets (including casualty losses or losses, proceeds of insurance, and condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (aa)(i) and (a)(iii), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), or (n) or (p) of the definition of Permitted Dispositions), subject to the Financing Order, Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.4(f) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its SubsidiariesSubsidiaries and certifies that the conditions set forth in this Section 2.4(e)(ii) have been met, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii2.4(f); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4. Furthermore, nothing in this Section 2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries to apply the Net Cash Proceeds to the Senior Note Indebtedness or the Term Debt.

Appears in 1 contract

Samples: Possession Credit Agreement (Erickson Inc.)

Dispositions. Promptly, and in no event later than three Within 1 Business Days Day of the date of receipt by any Borrower or any of its Subsidiaries Loan Parties of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries Loan Parties of assets (including casualty losses or condemnations but excluding (A) sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), or (n) or (p) of the definition of Permitted DispositionsDispositions and (B) so long as the Fixed Asset Sub-Line Amount is greater than zero, sales or dispositions of any assets that constitute Eligible Equipment), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, that (x) no prepayment shall be due under this clause (ii) as a result of the sale or disposition of any assets that do not constitute Collateral so long as no Dominion Period is in effect at the time of such sale or disposition and (y) so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its SubsidiariesLoan Parties, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiaries, as applicable, Loan Parties complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 2,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries Loan Parties to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (Power Solutions International, Inc.)

Dispositions. Promptly, and in no event later than three Within 2 Business Days of the date of receipt by any Borrower Parent or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower Parent or any of its Subsidiaries of assets (including insurance proceeds and proceeds from casualty losses or condemnations condemnations, but excluding proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), or (n) or (p) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower’s 's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 365 days (or 365 270 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (Streamline Health Solutions Inc.)

Dispositions. Promptly(a) No Loan Party shall, and in no event later than three Business Days Loan Party shall permit any of its Subsidiaries to, convey, sell, rent, lease, sublease, mortgage, license, transfer or otherwise dispose of (collectively, “Transfer”) any of the date Collateral or any Intellectual Property, except for the following (each, individually, a “Permitted Disposition” and, collectively, “Permitted Dispositions”): (i) sales of receipt inventory in the ordinary course of business, including, without limitation, bulk sales of calcitonin; (ii) dispositions for cash by any Borrower a Loan Party or any of its Subsidiaries of equipment that is no longer used or useful in the Net Cash Proceeds business of any voluntary such Loan Party or involuntary sale such Subsidiary so long as (A) no Default or Event of Default has occurred and is continuing at the time of such disposition by such Borrower or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a)would be caused after giving effect thereto, (b)B) such disposition is made to a third party unaffiliated with any Loan Party and negotiated on an arms length basis and (C) fair value, (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) or (p) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations as determined by Agent in accordance with Section 2.4(f)(ii7.3(b) below, is paid for such equipment; (iii) the sale or sales of equipment specified on such Loan Party’s financials as “excess” and listed for sale, including the assets located in Hauppauge, New York (whether or not listed as “excess”), for cash determined in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided thatarms-length transaction, so long as (A) no Default or Event of Default shall have has occurred and is continuing at the time of such disposition or would result therefrombe caused after giving effect thereto, (B) such Borrower shall have given sale is made to a third party unaffiliated with any [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] Loan Party and negotiated on an arms length basis and (C) fair value, as determined by Agent written notice in accordance with Section 7.3(b) below, is paid for such equipment; (iv) sales or dispositions of such Borrower’s intention to apply such monies to assets, so long as (A) no Default or Event of Default has occurred and is continuing at the costs of replacement of the properties or assets that are the subject time of such sale or disposition or would be cause dafter giving effect thereto, (B) the cost fair market value of purchase such assets does not exceed $10,000, in any given sale or construction of other assets useful disposition, or $50,000, in the business of such Borrower or its Subsidiaries, aggregate over any twelve (12) month period and (C) the monies are held in a Deposit Account in which relevant Loan Party provides written notice to Agent has a perfected first-priority security interest, and at least seven (D7) such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in prior to the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt closing of such moniessale or disposition; (v) sales or dispositions of the Intellectual Property described in Schedule B(VI) hereto, then provided, however, that (A) the relevant Loan Party whose assets were the subject of such disposition shall have the option provides written notice to apply such monies Agent at least seven (7) days prior to the costs of replacement of the assets that are the subject closing of such sale or disposition or the costs of purchase or construction of other assets useful in the business of and (B) each Loan Party covenants and agrees that any and all non-cash consideration received by such Loan Party unless with respect to any such disposition, transfer or sale of such Intellectual Property shall be subject to this Agreement and shall be Collateral hereunder; (vi) a transaction to license, or grant of an option to license, RNAi targets or technology pursuant to a partnering or other development agreement between the Company and certain pharmaceutical companies on substantially the same or better economic terms as set forth in term sheets provided to Agent prior to the extent that such applicable period shall have expired without such replacement, purchasedate hereof (the “Subsequent Pre-Approved Licensing Transaction”); and (vii) a transaction to license, or construction being grant of an option to license, RNAi targets or technology pursuant to a partnering or other development agreement between the Company and certain pharmaceutical companies that (i) is made to a third party unaffiliated with any Loan Party and negotiated on an arms length basis, (ii) is for less than all or completedsubstantially all of the Borrowers’ RNAi Intellectual Property, in which case, any amounts remaining in (iii) is for $5,000,000 or more and (iv) is executed and “closed” during the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4Initial Payment Period.

Appears in 1 contract

Samples: License Agreement (MDRNA, Inc.)

Dispositions. Promptly, and in no event later than three Business Days of the date of receipt by any Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) or (p) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.4(f) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii2.4(f); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (Connecture Inc)

Dispositions. Promptly, and in no event later than three Within 1 Business Days Day of the date of receipt by any Borrower Parent or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower Parent or any of its Subsidiaries of assets (including insurance proceeds and proceeds from casualty losses or condemnations condemnations, but excluding proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), or (n) or (p) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) or Section 2.4(f)(iii), as applicable, in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Administrative Borrower shall have given Agent prior written notice of such Borrower’s Borrowers' intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower Parent or its SubsidiariesSubsidiaries including, for the avoidance of doubt, Permitted Acquisitions, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower Parent or its SubsidiariesSubsidiary, as applicable, complete such replacement, purchase, or construction within 180 270 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party Borrower or Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party Borrower or such Subsidiary unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii) or Section 2.4(f)(iii), as applicable; provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (Upland Software, Inc.)

Dispositions. PromptlySubject to the terms of the Intercreditor Agreements, and in no event later than three within 2 Business Days of the date of receipt by any Borrower or any of its Subsidiaries that is a Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries that is a Loan Party of assets (including insurance proceeds and proceeds from casualty losses or condemnations condemnations, but excluding (i) proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l1), (m), (n), (s) or (pt) of the definition of Permitted Dispositions, and (ii) any assets subject to a Permitted Lien securing Permitted Indebtedness up to the amount of such Permitted Indebtedness), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations to the extent that the Net Cash Proceeds from such sales or dispositions exceed $5,000,000 in the aggregate for all such sales and dispositions in any fiscal year in accordance with Section 2.4(f)(ii2.4(f) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositionsdispositions in excess of such amount; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such BorrowerXxxxxxxx’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii2.4(f); provided, that no Borrower nor any of and its Subsidiaries shall not have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 10,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.. (iii)

Appears in 1 contract

Samples: Credit Agreement (Titan Machinery Inc.)

Dispositions. Promptly, and in no event later than three Within 3 Business Days of the date of receipt by any Borrower or any of its Subsidiaries Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries Loan Party of assets (including property and casualty losses or condemnations but excluding (A) sales or dispositions which qualify as Permitted Dispositions except for those Permitted Dispositions under clauses (g), (h) and (o) of the definition of Permitted Dispositions and (B) sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), clause (n) or (p) of the definition of Permitted Dispositions)Dispositions up to $1,250,000 in the aggregate) in excess of the Retained Amount in any fiscal year of Borrower, Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in 2.4(f)(ii)in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person Loan Party in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of the Loan Party whose assets were the subject of such Borrower or its Subsidiariesdisposition, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiaries, as applicable, complete Loan Party completes such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the such Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above cash collateral account shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (Realpage Inc)

Dispositions. Promptly, and in no event later than three Within one Business Days Day of the date of receipt by any Borrower Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower of assets of any Loan Party or any of its Subsidiaries of assets (including Net Cash Proceeds of insurance or arising from casualty losses or condemnations and payments in lieu thereof, but excluding Net Cash Proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) ), or (po) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided thatprovided, that (A) so long as (A1) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B2) such Borrower Borrowers shall have given Agent prior written notice of such Borrower’s Borrowers’ intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower Loan Party or its Subsidiaries, (C3) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D4) such Borrower Loan Party or its SubsidiariesSubsidiary, as applicable, complete completes such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party or such Loan Party’s Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party or such Subsidiary unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C3) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower Loan Party nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 5,000,000 in any given fiscal year. Nothing ; and (B) nothing contained in this Section 2.4(e)(i2.4(e)(iii) shall permit any Borrower Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.. (iv)

Appears in 1 contract

Samples: Credit Agreement (Nautilus, Inc.)

Dispositions. Promptly, and in no event later than three Within 3 Business Days of the date of receipt (or if an Activation Instruction (as defined in the Guaranty and Security Agreement) is in effect concurrently with receipt) by any Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), or (n) or (p) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (Nuverra Environmental Solutions, Inc.)

Dispositions. Promptly, and in no event later than three Within 10 Business Days of the date of receipt by any Borrower or any of its Subsidiaries other Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries other Loan Party of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), ) or (n) or (pexcept to the extent such payment is required pursuant to such clause (n)) of the definition of Permitted DispositionsDispositions and, prior to the payment in full of the Term Loan Debt, excluding sales or dispositions of Term Loan Priority Collateral (as defined in the Intercreditor Agreement)) to the extent the Net Cash Proceeds of such sales and dispositions exceed $3,000,000 in the aggregate during the term of this Agreement, Borrowers Borrower shall prepay the outstanding principal amount of the Obligations (without any reduction in the Revolver Commitments) in accordance with Section 2.4(f)(ii2.4(f) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiariesany other Loan Party, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiariessuch other Loan Party, as applicable, complete completes such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies in an aggregate amount not to exceed $5,000,000 in any fiscal year to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that either (x) such applicable period shall have expired without such replacement, purchase, or construction being made or completed, or (y) there shall occur an Event of Default that is continuing, then, in which either case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii) (without any reduction in the Revolver Commitments); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (Federal Signal Corp /De/)

Dispositions. Promptly, and in no event later than three Within 1 Business Days Day of the date of receipt by any Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries of assets (including insurance proceeds and proceeds from casualty losses or condemnations condemnations, but excluding proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), or (n) or (p) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.3(f) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii2.3(f); provided, that no Borrower nor any of and its Subsidiaries shall not have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 200,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.3(e)(ii) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (XZERES Corp.)

Dispositions. PromptlyMake any Disposition or enter into any agreement to make any Disposition, and except (i) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in no event later than three Business Days the ordinary course of business, (ii) Dispositions of inventory in the ordinary course of business, (iii) Dispositions of equipment or real property to the extent that (x) such property is exchanged for credit against the purchase price of similar replacement property or (y) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property, (iv) any Transaction Party may lease (as lessee) or license (as licensee) real or personal property in the ordinary course of business so long as such lease or license does not create a Capital Lease Obligation except to the extent permitted under Part 16(c), (v) any Transaction Party may grant licenses or sublicenses in the ordinary course of business to other Persons not materially interfering with the conduct of the date business of such Transaction Party, (vi) any Transaction Party may liquidate or otherwise dispose of Cash Equivalents in the ordinary course of business, in each case for cash at fair market value, (vii) any Transaction Party may dispose of property and assets to the extent such property and assets were the subject of a casualty or of condemnation proceedings upon the occurrence an event that gives rise to the receipt by any Borrower Party B or any of its Subsidiaries or any cash insurance proceeds or condemnation awards payable (1) by reason of theft, loss, physical destruction, damage, taking or any other similar event with respect to any property or assets of such Transaction Party or (2) under any policy of insurance maintained by any of them; provided that in each such case Party B has a Lien on the Net Cash Proceeds cash insurance proceeds or condemnation awards to the extent arising from any property which constitutes Collateral, (viii) Dispositions of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) or (p) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful vehicles in the business ordinary course of such Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interestbusiness, and (Dix) such Borrower Dispositions of property or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days assets in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in transactions not otherwise permitted by this clause (Ch) above provided that the net proceeds received from all assets or property sold pursuant to this clause (h) shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of not exceed $500,000 5,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: 2002 Master Agreement (Par Pacific Holdings, Inc.)

Dispositions. Promptly, and in no event later than three Within 3 Business Days of the date of receipt by any Borrower or any of its Subsidiaries Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or Loan Party of ABL Priority Collateral that result in Net Cash Proceeds greater than $10,000,000 in the aggregate in any of its Subsidiaries of assets fiscal year (including casualty losses or condemnations but excluding (A) sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (nm),(n) or (pq) of the definition of Permitted Dispositions, and (B) sales or dispositions of any assets that constitute Eligible Equipment unless the Fixed Asset Sub-Line Amount has been Exhibit 10.1 reduced to zero), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Administrative Borrower shall have given Agent prior written notice of such Borrower’s Borrowers' intention to apply such monies to the costs of repair, restoration or replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets of a Loan Party useful in the business of such Borrower or its SubsidiariesLoan Parties, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiaries, as applicable, Loan Parties complete such repair, restoration or replacement, purchase, or construction within 180 270 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of repair, restoration or replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets of such Loan Party useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such repair, restoration or replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower Parent or any of its Subsidiaries to Subsidiariesto sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (Chiquita Brands International Inc)

Dispositions. Promptly, and in no event later than three Within one Business Days Day of the date of receipt by any Borrower Loan Party or any of its Restricted Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or of any of its Subsidiaries of assets Collateral (including Net Cash Proceeds of insurance or arising from casualty losses or condemnations and payments in lieu thereof, but excluding Net Cash Proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) or (p) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.4(e)(ii) in an amount equal to 100% (or, 75% solely with respect to a sale by a Loan Party or Restricted Subsidiary of a Station (that does not include a sale of any Accounts) or a written or electronic magazine periodical offered for sale to the public (that does not include a sale of any Accounts)) of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided thatprovided, that so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent Lender prior written notice of such Borrower’s Borrowers' intention to apply such monies to the costs of replacement of the properties or assets Collateral that are is the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower Loan Party or its Restricted Subsidiaries, (C) the monies are held in a Deposit Account in which Agent Lender has a perfected first-priority security interest, and (D) such Borrower Loan Party or its SubsidiariesRestricted Subsidiary, as applicable, complete completes such replacement, purchase, replacement or construction purchase within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party or such Loan Party's Restricted Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party or such Restricted Subsidiary unless and to the extent that such applicable period shall have expired without such replacement, purchase, replacement or construction purchase being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent Lender and applied in accordance with Section 2.4(f)(ii2.4(e)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(d)(iii) shall permit any Borrower Loan Party or any of its Restricted Subsidiaries to sell or otherwise dispose of any assets Collateral other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (Emmis Communications Corp)

Dispositions. Promptly, and in no event later than three Within one Business Days Day of the date of receipt by any Borrower Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower of assets constituting ABL Priority Collateral (as defined in the Intercreditor Agreement) of any Loan Party or any of its Subsidiaries of assets (including Net Cash Proceeds of insurance or arising from casualty losses or condemnations and payments in lieu thereof, but excluding Net Cash Proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) or (pn) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided thatprovided, that so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent prior written notice of such Borrower’s Borrowers' intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower Loan Party or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower Loan Party or its SubsidiariesSubsidiary, as applicable, complete completes such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party or such Loan Party's Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower Loan Party nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 1,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (Jakks Pacific Inc)

Dispositions. Promptly, and in no event later than three Within 1 Business Days Day of the date of receipt by any Borrower Parent or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g), (h), (i), (jn), (k), (l), (m), (no) or (p) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, with respect to any such sale or disposition resulting from a casualty loss or condemnation, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower’s 's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such sale or disposition resulting from a casualty loss or condemnation shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (Essex Rental Corp.)

Dispositions. PromptlyAt any time upon the occurrence and during the continuation of a Cash Dominion Event, and in no event later than three within one (1) Business Days of Day after the date of receipt by any Borrower or any of its Subsidiaries Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower (or any of its Subsidiaries of assets (including insurance proceeds or proceeds from casualty losses or condemnations condemnations, but excluding proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) ), (o), (p), or (pq) of the definition of Permitted Dispositions)) of any voluntary or involuntary sale or disposition by such Loan Party of assets, Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.4(f) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereofor other proceeds) received by such Person in connection with such sales sale or dispositionsdisposition; provided that, so long as (A) no Default or Event of Default shall have occurred and is be continuing or would result therefrom, (B) such Borrower Loan Party shall have given Agent prior written notice of such BorrowerLoan Party’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower the Loan Parties or its their Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower Loan Party or its Subsidiaries, as applicable, either complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such moniesmonies or enter into a binding commitment during such 180-day period to complete such replacement, purchase or construction, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such the Loan Party Parties and their Subsidiaries unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completedcompleted or without a binding commitment to complete such replacement, purchase or construction being entered into, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii2.4(f); provided, further, that no Borrower nor any of its Subsidiaries Loan Party shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 1,500,000 in any given fiscal yearyear (with such limit not applying to insurance proceeds and proceeds from casualty losses). Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (Vector Group LTD)

Dispositions. Promptly, and in no event later than three Within one Business Days Day of the date of receipt by any Borrower Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition in excess of $100,000 in any calendar year by such Borrower any Loan Party or any of its Subsidiaries of assets (including Net Cash Proceeds of insurance or arising from casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) or (pand payments in lieu thereof) of the definition of Permitted Dispositions)assets or other property, Borrowers then Borrower shall prepay the outstanding principal amount of the Obligations Term Loan (in accordance with Section 2.4(f)(ii) the inverse order of the maturity of the installments thereunder (for the avoidance of doubt, any amount that is due and payable on the Maturity Date shall constitute an installment)), in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that. Notwithstanding the foregoing, so long as (A) no Default or Event of Default shall have has occurred and is continuing or would result therefromcontinuing, (B) such the Borrower shall have given Agent written notice of such Borrower’s intention not be required to apply such monies to the costs of replacement make any prepayment of the properties Term Loan under this Section 1.8(a) with respect to Net Cash Proceeds received by any Loan Party or assets that are the subject any of such its Subsidiaries from any sale or disposition (including any casualty losses or condemnations) to the cost of purchase extent that, on or construction of other prior to the date such Net Cash Proceeds would otherwise be required to be so applied, the Borrower notifies the Agent that such Net Cash Proceeds are to be reinvested in assets useful used or usable in the business of such Borrower the Loan Parties or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction any of their respective Subsidiaries within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of each such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless disposition, and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use if such Net Cash Proceeds to make be reinvested are not in fact reinvested within 180 days after receipt thereof, then such replacementsproceeds shall be due and payable, purchasesand, or construction in excess each case, applied to the prepayment of $500,000 Term Loan as provided in any given fiscal yearthis clause (a) at the expiration of such 180-day period. Nothing contained in this Section 2.4(e)(i1.8(a) shall permit any Borrower Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.45.23.

Appears in 1 contract

Samples: Loan and Security Agreement (Excel Corp)

Dispositions. PromptlySubject to the terms of the Intercreditor Agreements, and in no event later than three within 2 Business Days of the date of receipt by any Borrower or any of its Subsidiaries that is a Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries that is a Loan Party of assets (including insurance proceeds and proceeds from casualty losses or condemnations condemnations, but excluding (i) proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l1), (m), (n), (s) or (pt) of the definition of Permitted Dispositions, and (ii) any assets subject to a Permitted Lien securing Permitted Indebtedness up to the amount of such Permitted Indebtedness), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations to the extent that the Net Cash Proceeds from such sales or dispositions exceed $5,000,000 in the aggregate for all such sales and dispositions in any fiscal year in accordance with Section 2.4(f)(ii2.4(f) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositionsdispositions in excess of such amount; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii2.4(f); provided, that no Borrower nor any of and its Subsidiaries shall not have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 10,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (Titan Machinery Inc.)

Dispositions. Promptly, and in no event later than three Within 1 Business Days Day of the date of receipt by any Borrower Company or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower any Company or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) or (p) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.4(d)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent prior written notice of such Borrower’s Borrowers’ intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower the applicable Company or its SubsidiariesSubsidiary, (C) the monies are held in a Deposit Account deposit account in which Agent has a perfected first-priority security interest, and (D) such Borrower the applicable Company or one of its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party Company or Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above cash collateral account shall be paid to Agent and applied in accordance with Section 2.4(f)(ii2.4(d); provided, however, that no Borrower nor any of its Companies and their Subsidiaries shall not have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 100,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(c)(i) shall permit any Borrower Company or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.47.4.

Appears in 1 contract

Samples: Loan and Security Agreement (Telos Corp)

Dispositions. PromptlySubject to the terms of the Intercreditor Agreements, and in no event later than three within 2 Business Days of the date of receipt by any Borrower or any of its Subsidiaries that is a Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries that is a Loan Party of assets (including insurance proceeds and proceeds from casualty losses or condemnations condemnations, but excluding (i) proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n), (s) or (pt) of the definition of Permitted Dispositions, and (ii) any assets subject to a Permitted Lien securing Permitted Indebtedness up to the amount of such Permitted Indebtedness), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations to the extent that the Net Cash Proceeds from such sales or dispositions exceed $5,000,000 in the aggregate for all such sales and dispositions in any fiscal year in accordance with Section 2.4(f)(ii2.4(f) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositionsdispositions in excess of such amount; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower’s 's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii2.4(f); provided, that no Borrower nor any of and its Subsidiaries shall not have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 10,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (Titan Machinery Inc.)

Dispositions. Promptly, and in no event later than three Within 1 Business Days Day of the date of receipt by any Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) or (pm) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of Borrower or such Loan Party Subsidiary] unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above cash collateral account shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, however, that no Borrower nor any of and its Subsidiaries shall not have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 1,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (Navarre Corp /Mn/)

Dispositions. Promptly, and in no event later than three Within 1 Business Days Day of the date of receipt by any Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), or (n) or (p) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower’s 's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of and its Subsidiaries shall not have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 250,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (Asure Software Inc)

Dispositions. PromptlyConvey, and in no event later than three Business Days sell, lease, transfer, assign, or otherwise dispose of the date of receipt by any Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (acollectively, “Transfer”), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) or (p) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i) shall permit any Borrower or any of its Subsidiaries to sell Transfer, all or otherwise dispose any part of its business or property, except for Transfers (a) of Inventory in the ordinary course of business; (b) of worn-out or obsolete Equipment that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the ordinary course of business of Borrower; (c) consisting of Permitted Liens and Permitted Investments; (d) consisting of Borrower’s use or transfer of money or Cash Equivalents in the ordinary course of its business for the payment of ordinary course business expenses in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents; (e) tangible property transfers to a Permitted Commercialization Arrangement Vehicle but subject to the monetary limit in clause (l) of the defined term “Permitted Investments”; (f) transfers of Property by any assets Loan Party to any other Loan Party; (g) placements of specialized equipment for manufacturing, with a fair market value not to exceed the sum of Three Million Dollars ($3,000,000) in the aggregate, with foreign or domestic contract manufacturers where Borrower retains title to such equipment; (h) subject to Section 6.3(b) of this Agreement, dispositions consisting of the sale, transfer, assignment or other disposition of unpaid and overdue accounts receivable in connection with the collection, compromise or settlement thereof in the ordinary course of business and not as part of a financing transaction, provided that (i) no Event of Default nor any Overadvance is continuing nor would result therefrom, and (ii) such accounts receivable shall be excluded from the Borrowing Base; (i) dispositions of property that is not Collateral to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are applied to the purchase price of such replacement property within one hundred eighty (180) days; (j) subject to Section 6.7 of this Agreement, dispositions resulting from casualty events; (k) non-exclusive licenses of Borrower’s and its Subsidiaries’ Intellectual Property; (l) licenses for the use of the Intellectual Property of Borrower or its Subsidiaries (but not to any of Borrower’s other Affiliates, except for a Permitted Commercialization Arrangement Vehicle) that are approved by the Board and which would not result in a legal transfer of title of the licensed property but that may be exclusive (i) in respects other than territory (such as field of use or scope) and (ii) as to territory, only as to discrete areas outside of the United States; provided that any such license of such Intellectual Property covering the Product may be exclusive only as to territory and only as to discrete areas outside of the United States; (m) exclusive and non-exclusive licenses covering nCounter Elements or diagnostic gene content other than for nCounter-based Prosigna™ Breast Cancer Prognostic Gene Signature Assay; (n) any transaction permitted under Section 7.3; and (o) the disposition of other property in accordance with Section 6.4aggregate amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000) in any single year.

Appears in 1 contract

Samples: Loan and Security Agreement (NanoString Technologies Inc)

Dispositions. Promptly, and in no event later than three Within 5 Business Days of the date of receipt by any Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries of assets (including casualty losses or condemnations in excess of $1,500,000 in any given fiscal year but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) or (pd) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 270 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of Borrower or such Loan Party Subsidiary unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above cash collateral account shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, however, that no Borrower nor any of and its Subsidiaries shall not have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 2,500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (Internap Network Services Corp)

Dispositions. Promptly, and in no event later than three Within 5 Business Days Day of the date of receipt by any Borrower Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower of assets of any Loan Party or any of its Subsidiaries of assets (including insurance proceeds and proceeds from casualty losses or condemnations condemnations, but excluding proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), or (n) or (p) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent prior written notice of such Borrower’s Borrowers' intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower Loan Party or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower Loan Party or its SubsidiariesSubsidiary, as applicable, complete completes such replacement, purchase, or construction within 180 360 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party or such Loan Party's Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement or, in the case of casualty losses, repair of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower Loan Party nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 1,000,000 in any given fiscal year. For the avoidance of doubt, with regards to clauses (A), (B), (C) and (D) of the proviso in the immediately preceding sentence, so long as no Default or Event of Default shall have occurred and be continuing, for dispositions made by Subsidiaries of Borrowers who are not Loan Parties, any Net Cash Proceeds received by any Borrower in its capacity as owner and loss payee of a global insurance policy where the applicable Subsidiary is listed as a named insured, may be remitted by the applicable Borrower to a Deposit Account of such applicable Subsidiary, such remittance in accordance with this Section 2.4(e)(ii) shall constitute a Permitted Investment and shall not constitute a Restricted Payment. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (Model N, Inc.)

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Dispositions. Promptly, and in no event later than three Within one Business Days Day of the date of receipt by any Borrower Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower of assets of any Loan Party or any of its Subsidiaries of assets (including Net Cash Proceeds of insurance or arising from casualty losses or condemnations and payments in lieu thereof, but excluding Net Cash Proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) or (p) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.4(e)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided thatprovided, that so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent Lender prior written notice of such Borrower’s Borrowers' intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower Loan Party or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent Lender has a perfected first-priority security interest, and (D) such Borrower Loan Party or its SubsidiariesSubsidiary, as applicable, complete completes such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party or such Loan Party's Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent Lender and applied in accordance with Section 2.4(f)(ii2.4(e)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (Northwest Pipe Co)

Dispositions. Promptly, and in no any event later than three within two (2) Business Days of the date of receipt by any the Borrower or any of its Subsidiaries of the Net Cash Proceeds proceeds of any voluntary or involuntary sale or disposition Disposition by such the Borrower or any Subsidiary of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a)assets, (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) or (p) of the definition of Permitted Dispositions), Borrowers Borrower shall be required to prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) Notes issued by it in an amount equal to 100% of such the Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositionsDispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such the Borrower shall have given Agent the Purchaser prior written notice of such the Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition Disposition or the cost of purchase or construction of other assets useful in the business of such the Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account deposit account in which Agent the Purchaser has a perfected first-priority security interest, interest (subject only to Permitted Liens) and (D) such the Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party Borrower whose assets were the subject of such disposition Disposition shall have the option to apply such monies in an amount not to exceed $150,000 (with any Net Cash Proceeds in excess of $150,000 to be applied to prepay the Notes) to the costs of replacement of the assets that are the subject of such sale or disposition Disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party the Borrower unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account deposit account referred to in clause (C) above shall be immediately paid to Agent the Purchaser and applied in prepayment of the Notes in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.43.3.

Appears in 1 contract

Samples: Note Purchase Agreement (Sonic Foundry Inc)

Dispositions. PromptlySubject to the Intercreditor Agreement and the Fee Letter, and in no event later than three within one Business Days Day of the date of receipt by any Borrower Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower of assets of any Loan Party or any of its Subsidiaries of assets constituting Term Loan Priority Collateral (including Net Cash Proceeds of insurance (other than key-man insurance or business interruption insurance) or arising from casualty losses or condemnations and payments in lieu thereof, but excluding Net Cash Proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), to the extent any such Disposition is consistent with past practice (i), (j), (k), (l), (m), (n) ), or (po) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.4(f)(i) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided thatprovided, that so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent prior written notice of such Borrower’s Borrowers' intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower Loan Party or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower Loan Party or its SubsidiariesSubsidiary, as applicable, complete completes such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party or such Loan Party's Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii2.4(f)(i); provided, that no Borrower Loan Party nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds of any such voluntary or involuntary sale or disposition of assets (excluding, for purposes of this proviso, Net Cash Proceeds of insurance or arising from casualty losses) to make such replacements, purchases, or construction in excess of $500,000 3,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i) shall permit any Borrower Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (Hudson Technologies Inc /Ny)

Dispositions. Promptly, and in no event later than three Within 1 Business Days Day of the date of receipt by any Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries of assets ABL Priority Collateral (including insurance proceeds and proceeds from casualty losses or condemnations condemnations) (but excluding sales or other than dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), ) and (n) or (p) of the definition of Permitted Dispositionsthereof), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.4(f)(i) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent prior written notice of such Borrower’s Borrowers’ intention to apply such monies to the costs cost of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower Borrowers or its their Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its their Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) 270 after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs cost of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii2.4(f); provided, further, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 10,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (Inventure Foods, Inc.)

Dispositions. Promptly, and in no event later than three Within 5 Business Days of the date of receipt by any Administrative Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Administrative Borrower or any of its Subsidiaries of assets (including insurance proceeds and proceeds from casualty losses or condemnations but excluding (x) Net Cash Proceeds received from any single sale or disposition (or series of related sales or dispositions that could have been made in a single sale or disposition), unless the aggregate amount of such Net Cash Proceeds exceeds $100,000, (y) Net Cash Proceeds received in any fiscal year (including those made pursuant to the foregoing clause (x)) until the aggregate amount of all such Net Cash Proceeds received in such fiscal year exceeds $300,000, and (z) proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) ), or (po) of the definition of Permitted DispositionsDispositions and dispositions in the form of transactions expressly permitted by Section 6.3), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Administrative Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Administrative Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds (1) to make such replacements, purchases, or construction in respect of voluntary sales or dispositions in excess of $500,000 in any given fiscal year or (2) to make such replacements, purchases or construction in respect of involuntary sales or dispositions in excess of $3,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Administrative Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (Harte Hanks Inc)

Dispositions. PromptlySubject to the terms of the Intercreditor Agreements, and in no event later than three within 2 Business Days of the date of receipt by any Borrower or any of its Subsidiaries that is a Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries that is a Loan Party of assets (including insurance proceeds and proceeds from casualty losses or condemnations condemnations, but excluding (i) proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l1), (m), (n), (s) or (pt) of the definition of Permitted Dispositions, and (ii) any assets subject to a Permitted Lien securing Permitted Indebtedness up to the amount of such Permitted Indebtedness), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations to the extent that the Net Cash Proceeds from such sales or dispositions exceed $5,000,000 in the aggregate for all such sales and dispositions in any fiscal year in accordance with Section 2.4(f)(ii2.4(f) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositionsdispositions in excess of such amount; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii2.4(f); provided, that no Borrower nor any of and its Subsidiaries shall not have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 10,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.. 126471205_8

Appears in 1 contract

Samples: Credit Agreement (Titan Machinery Inc.)

Dispositions. PromptlyTo the extent any Revolving Loans are outstanding at such time, and in no event later than three within one (1) Business Days Day of the date of receipt by any Borrower or any of its Subsidiaries Loan Party of the Net Cash Proceeds in excess of $500,000 in the aggregate during the term of this Agreement (or all such proceeds at any time while an Event of Default exists) of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries Loan Party of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) or (pg) of the definition of Permitted Dispositions), Borrowers such Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.4(f) in an amount equal to one hundred percent (100% %) of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided provided, that, so long as (A) on the date of any such sale or other disposition arising from casualty losses or condemnation proceedings and after giving effect thereto, no Default or Event of Default exists or shall have occurred and is continuing or would result therefrombe continuing, (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition arising from casualty losses or condemnation proceedings or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 one hundred eighty (180) days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition arising from casualty losses or condemnation proceedings shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that that, no Borrower Loan Party nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 2,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries Loan Party to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (VOXX International Corp)

Dispositions. Promptly, and in no event later than three Within 1 Business Days Day of the date of receipt by any Borrower or any of its Subsidiaries Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries Loan Party of assets (including insurance proceeds and proceeds from casualty losses or condemnations condemnations, but excluding proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), or (n) or (p) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Loan Party shall have given Agent prior written notice of such BorrowerLoan Party’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its SubsidiariesLoan Party, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiaries, as applicableLoan Party, complete such replacement, purchase, or construction within 180 270 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (Brooks Automation Inc)

Dispositions. Promptly, and in no event later than three Within 1 Business Days Day of the date of receipt by any Borrower or any of its Subsidiaries Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower Loan Party of ABL Priority Collateral (or any of its Subsidiaries of assets if the Indebtedness under the Split Lien Documents has been paid in full, in accordance with the Split Lien Intercreditor Agreement, the Collateral) (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) or (pm) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.4(f) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent prior written notice of such Borrower’s Loan Party's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiariesdisposition, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiaries, as applicable, complete Loan Party completes such replacement, purchase, or construction replacement within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction replacement being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii2.4(f); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (School Specialty Inc)

Dispositions. Promptly, and in no event later than three Within 3 Business Days of the date of receipt by any Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale sale, disposition, or disposition loss by such Borrower or any of its Subsidiaries of assets (including casualty losses or losses, proceeds of insurance, and condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (aa)(i), (a)(iii), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), or (n) or (p) of the definition of Permitted Dispositions), Borrowers subject to the DIP Intercreditor Agreement and the DIP Order, Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.4(e) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its SubsidiariesSubsidiaries and certifies that the conditions set forth in this Section 2.4(d)(i) have been met, (C) the monies are held in a Deposit Account in which Agent has a perfected firstsecond-priority security interest, and (D) such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid paid, subject to the DIP Intercreditor Agreement, to Agent and applied in accordance with Section 2.4(f)(ii2.4(e); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(d)(i) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Possession Credit Agreement (Erickson Inc.)

Dispositions. Promptly, and in no event later than three Within one Business Days Day of the date of receipt by any Borrower Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower of assets of any Loan Party or any of its Subsidiaries of assets (including Net Cash Proceeds of insurance or arising from casualty losses or condemnations and payments in lieu thereof, but excluding Net Cash Proceeds from sales or dispositions which qualify as Permitted Dispositions under 70 166856726_9 clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) ), or (po) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.4(f) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided provided, that: (A) to the extent that any such Net Cash Proceeds are proceeds of Third-Party Term Loan Priority Collateral, such Net Cash Proceeds shall be subject to the payment requirements and other terms and conditions of the Intercreditor Agreement; (B) so long as (A1) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B2) such Borrower Borrowers shall have given Agent prior written notice of such Borrower’s Borrowers’ intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower Loan Party or its Subsidiaries, (C3) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interestinterest (other than Liens in favor of the Third-Party Term Loan Agent and permitted pursuant to the terms of hereof and the Intercreditor Agreement), and (D4) such Borrower Loan Party or its SubsidiariesSubsidiary, as applicable, complete completes such replacement, purchase, or construction within 180 90 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party or such Loan Party’s Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party or such Subsidiary unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C3) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii2.4(f); providedprovided that the foregoing shall not prohibit the Agent from issuing an Activation Instruction (as defined in the Guaranty and Security Agreement), initiating cash dominion or otherwise taking remedies with respect to such Deposit Account in accordance with the terms of the Loan Documents; provided further, that no Borrower Loan Party nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 2,500,000 in any given fiscal year. Nothing ; and (C) nothing contained in this Section 2.4(e)(i2.4(e)(iii) shall permit any Borrower Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.. (iv)

Appears in 1 contract

Samples: Credit Agreement and Loan Documents (Nautilus, Inc.)

Dispositions. Promptly, and in no event later than three Within one Business Days Day of the date of receipt by any Borrower Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower of assets of any Loan Party or any of its Subsidiaries of assets (including Net Cash Proceeds of insurance or arising from casualty losses or condemnations and payments in lieu thereof, but excluding Net Cash Proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) ), or (po) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided thatprovided, that (A) so long as (A1) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B2) such Borrower Borrowers shall have given Agent prior written notice of such Borrower’s Borrowers’ intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower Loan Party or its Subsidiaries, (C3) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D4) such Borrower Loan Party or its SubsidiariesSubsidiary, as applicable, complete completes such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party or such Loan Party’s Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party or such Subsidiary unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C3) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower Loan Party nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 5,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.; and 67 125672876_9

Appears in 1 contract

Samples: Credit Agreement (Nautilus, Inc.)

Dispositions. Promptly, and in no event later than three Within 3 Business Days of the date of receipt by any Borrower or any of its Subsidiaries Loan Party of the Net Cash Proceeds of Disposition by any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries Loan Party of assets (including casualty losses or condemnations but excluding sales or dispositions Dispositions which qualify as Permitted Dispositions are permitted under clauses (a), (b), (c), (d), (ef), (fg), (i), (j), (k), (l), (m), (n) or (pk) of the definition of Permitted DispositionsSection 6.5), Borrowers shall prepay prepay, subject to the terms of the Intercreditor Agreement, the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person Loan Party in connection with such sales or dispositionsDispositions; provided provided, that so long as no Triggering Event has occurred, such prepayment obligations shall only apply to the extent the aggregate amount of Net Cash Proceeds from all Dispositions by the Loan Parties and all Extraordinary Receipts received by the Loan Parties exceeds $5,000,000 in any fiscal year; provided, further, that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent prior written notice of such Borrower’s Borrowers' intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiariesthe Loan Parties, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiaries, as applicable, the Loan Parties complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such moniesmonies (or 270 days if a commitment to reinvest is entered into within 180 days after such receipt), then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such the Loan Party Parties unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above cash collateral account shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, however, that no Borrower nor any of its Subsidiaries the Loan Parties shall not have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 20,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower Loan Parties or any of its their Material Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.46.5. Notwithstanding anything to the contrary herein, no such prepayment shall be required pursuant to this clause (ii) to the extent the applicable Net Cash Proceeds constitute proceeds of the Term B Priority Collateral, Borrowers are required to prepay the Term Loan Indebtedness with such Net Cash Proceeds and Borrowers prepay such Term Loan Indebtedness with such Net Cash Proceeds in accordance with the Term Loan Indebtedness Documents.

Appears in 1 contract

Samples: Credit Agreement (Remy International, Inc.)

Dispositions. PromptlyUntil the Term Loan has been repaid in full in cash, and in no event later than three within 1 Business Days Day of the date of receipt by any Borrower or any of its Subsidiaries Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries Loan Party of assets (including casualty losses or condemnations but excluding sales or dispositions which (x) qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) or o), (p) and (q) of the definition of Permitted DispositionsDispositions or (y) individually or in the aggregate, following the Closing Date, result in Net Cash Proceeds of less than $500,000 in any fiscal year), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) not later than five (5) Business Days after the receipt of such Net Cash Proceeds, UK-Dutch Administrative Borrower shall have given Agent prior written notice of such UK-Dutch Administrative Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such any Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such the applicable Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (Ciber Inc)

Dispositions. Promptly, and in no event later than three Within 3 Business Days of the date of receipt by any Borrower or any of its Restricted Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Restricted Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (eg), (fh), (i), (j), (k), (l), (m), or (n) or (p) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, that so long as (A) no Default under Section 8.1 or 8.4 shall have occurred and is continuing and no Event of Default shall have occurred and is continuing or would result therefromcontinuing, (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Restricted Subsidiaries, (C) if the aggregate amount of the Net Cash Proceeds received from one or more related sales or other dispositions equals or exceeds $20,000,000, the monies are held in a Deposit Account in which Agent has a perfected first-priority security interestconstituting such Net Cash Proceeds (as and when received, and (D) such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in but less the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt amount of such monies, then the Loan Party whose assets were the subject of such disposition shall Net Cash Proceeds that have the option to apply such monies been previously applied to the costs of replacement of the assets that are the subject of such sale or disposition or the costs cost of purchase or construction of other assets useful in the business of Borrower or its Restricted Subsidiaries) are held in a cash collateral Deposit Account in which Agent has a perfected first-priority security interest, and (D) Borrower or its Restricted Subsidiaries, as applicable, complete such Loan Party replacement, purchase, or construction within 270 days after the initial receipt of such monies, or become subject, within 270 days of such receipt, to a binding obligation to complete such replacement, purchase, or construction (so long as such replacement, purchase, or construction is completed within 365 days of such receipt), Borrower and its Restricted Subsidiaries shall have the option to apply such monies (including any such monies held in a cash collateral Deposit Account), to the costs of replacement of the assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrower or its Restricted Subsidiaries unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the cash collateral Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, however, that no Borrower nor any of and its Subsidiaries shall not have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 35,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower or any of its Restricted Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4the express provisions of this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Landrys Restaurants Inc)

Dispositions. Promptly, and in no event later than three Within 1 Business Days Day of the date of receipt by any Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries of assets any item of Collateral (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) ), or (pq) of the definition of Permitted Dispositions), Borrowers shall prepay (or cause to be prepaid) the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.4(f) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Administrative Borrower shall have given Agent prior written notice of such Borrower’s or its Subsidiaries’ intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days or, with respect to construction, such longer period as Agent may approve in the case of any involuntary disposition resulting from a casualty loss or condemnationwriting) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii2.4(f); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (Usa Truck Inc)

Dispositions. Promptly, and in no event later than Within three Business Days Day of the date of receipt by any Borrower or any of its Subsidiaries of the Net Cash Proceeds Proceeds, in excess of $2,000,000, of any single voluntary or involuntary sale or disposition disposition, or series of voluntary or involuntary sales or dispositions by such Borrower or any of its Subsidiaries of assets (including insurance proceeds and proceeds from casualty losses or condemnations condemnations, but excluding proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), ) (i), (j), (k), (l), (m), (n) or (po) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) ), as applicable, in an amount equal to 100% %, in excess of such threshold, of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided provided, that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its SubsidiariesSubsidiaries including, for the avoidance of doubt, Permitted Acquisitions, and (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its SubsidiariesSubsidiary, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such moniesmonies the “Reinvestment Period”) (provided, that if the Borrower has entered into a binding commitment to reinvest any such Net Cash Proceeds at any time prior to the end of the Reinvestment Period, then such Reinvestment Period shall be extended for an additional 180 days with respect to such committed amount of such Net Cash Proceeds), then the Loan Party Borrower or Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of Borrower or such Loan Party Subsidiary unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above not so utilized shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (Upland Software, Inc.)

Dispositions. PromptlySubject to Section 2.4(f)(ii), and in no event later than three within 3 Business Days of the date of receipt (or if an Activation Instruction (as defined in the Guaranty and Security Agreement) is in effect concurrently with receipt) by any Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), or (n) or (p) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.4(f)(i) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, except with respect to a sale or disposition permitted under clause (p) of the definition of Permitted Dispositions, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Administrative Agent prior written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Collateral Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Administrative Agent and applied in accordance with Section 2.4(f)(ii2.4(f)(i); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Nuverra Environmental Solutions, Inc.)

Dispositions. PromptlyConvey, and in no event later than three Business Days sell, lease, transfer, assign, or otherwise dispose of the date of receipt by any Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (acollectively, “Transfer”), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) or (p) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i) shall permit any Borrower or any of its Subsidiaries to sell Transfer, all or otherwise dispose any part of its business or property, except for Transfers (a) of Inventory in the ordinary course of business; (b) of worn-out or obsolete Equipment that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the ordinary course of business of Borrower; (c) consisting of Permitted Liens and Permitted Investments; (d) consisting of Borrower’s use or transfer of money or Cash Equivalents in the ordinary course of its business for the payment of ordinary course business expenses in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents; (e) tangible property transfers to a Permitted Commercialization Arrangement Vehicle but subject to the monetary limit in clause (l) of the defined term “Permitted Investments”; (f) transfers of Property by any assets Loan Party to any other Loan Party; (g) placements of specialized equipment for manufacturing, with a fair market value not to exceed the sum of Three Million Dollars ($3,000,000) in the aggregate, with foreign or domestic contract manufacturers where Borrower retains title to such equipment; (h) subject to Section 6.3(b) of this Agreement, dispositions consisting of the sale, transfer, assignment or other disposition of unpaid and overdue accounts receivable in connection with the collection, compromise or settlement thereof in the ordinary course of business and not as part of a financing transaction, provided that (i) no Event of Default nor any Overadvance is continuing nor would result therefrom, and (ii) such accounts receivable shall be excluded from the Borrowing Base; (i) dispositions of property that is not Collateral to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are applied to the purchase price of such replacement property within one hundred eighty (180) days; (j) subject to Section 6.7 of this Agreement, dispositions resulting from casualty events; (k) non-exclusive licenses of Borrower’s and its Subsidiaries’ Intellectual Property; (l) licenses for the use of the Intellectual Property of Borrower or its Subsidiaries (but not to any of [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION Borrower’s other Affiliates, except for a Permitted Commercialization Arrangement Vehicle) that are approved by the Board and which would not result in a legal transfer of title of the licensed property but that may be exclusive (i) in respects other than territory (such as field of use or scope) and (ii) as to territory, only as to discrete areas outside of the United States; provided that any such license of such Intellectual Property covering the Product may be exclusive only as to territory and only as to discrete areas outside of the United States; (m) exclusive and non-exclusive licenses covering nCounter Elements or diagnostic gene content other than for nCounter-based Prosigna™ Breast Cancer Prognostic Gene Signature Assay; (n) any transaction permitted under Section 7.3; and (o) the disposition of other property in accordance with Section 6.4aggregate amount not to exceed Five Hundred Thousand Dollars ($500,000) in any single year.

Appears in 1 contract

Samples: Loan and Security Agreement (NanoString Technologies Inc)

Dispositions. Promptly, and in no event later than Within three Business Days of the date of receipt by any Borrower Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower of assets of any Loan Party or any of its Subsidiaries of assets (including Net Cash Proceeds of insurance or arising from casualty losses or condemnations and payments in lieu thereof, but excluding Net Cash Proceeds from sales or dispositions which qualify as Permitted Dispositions (other than under clauses (ag), (bh), (cp), (d), (e), (f), (i), (j), (k), (l), (m), (nq) or (pv) of the definition of Permitted Dispositions)), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided thatprovided, that so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent prior written notice of such Borrower’s Borrowers' intention to apply such monies to the costs of replacement replacement, substitution or restoration of the properties or assets that are the subject of such sale or disposition or casualty loss or condemnation, or the cost of purchase or construction of other assets useful in the business of such Borrower Loan Party or its SubsidiariesSubsidiaries (in any case, other than current assets except to the extent the assets subject to the applicable Disposition were current assets), (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority (subject to Permitted Liens to the extent any such Liens would have priority over the Agent's Liens pursuant to any applicable law or an agreement expressly permitted hereunder to have such senior priority) security interest, and (D) such Borrower Loan Party or its SubsidiariesSubsidiary, as applicable, complete completes such replacement, restoration, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party or such Loan Party's Subsidiary whose assets were the subject of such disposition or casualty loss or condemnation shall have the option to apply such monies to the costs of replacement replacement, substitution or restoration or casualty loss or condemnation of the assets that are the subject of such sale or disposition or casualty loss or condemnation or the costs of purchase or construction of other assets useful in the business of such Loan Party or such Subsidiary unless and to the extent that such applicable period shall have expired without such replacement, restoration, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower Loan Party nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, restorations, purchases, or construction in excess of $500,000 5,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (Farmer Brothers Co)

Dispositions. Promptly, and in no event later than Within three Business Days Day of the date of receipt by any Borrower or any of its Subsidiaries of the Net Cash Proceeds Proceeds, in excess of $2,000,000, of any single voluntary or involuntary sale or disposition disposition, or series of voluntary or involuntary sales or dispositions by such Borrower or any of its Subsidiaries of assets (including insurance proceeds and proceeds from casualty losses or condemnations condemnations, but excluding proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), ) (i), (j), (k), (l), (m), (n) or (po) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) ), as applicable, in an amount equal to 100% %, in excess of such threshold, of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided provided, that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its SubsidiariesSubsidiaries including, for the avoidance of doubt, Permitted Acquisitions, and (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its SubsidiariesSubsidiary, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such moniesmonies the “Reinvestment Period”) (provided, that if the Borrower has entered into a binding commitment to reinvest any such Net Cash Proceeds at any time prior to the end of the Reinvestment Period, then such Reinvestment Period shall be extended for an additional 180 days with respect to such committed amount of such Net Cash Proceeds), then the Loan Party Borrower or Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of Borrower or such Loan Party Subsidiary unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which Execution Version case, any amounts remaining in the Deposit Account referred to in clause (C) above not so utilized shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (Upland Software, Inc.)

Dispositions. Promptly, and in no event later than three Within 3 Business Days of the date of receipt by any Borrower Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any (x) voluntary or involuntary sale or disposition by such Borrower any Loan Party or any of its Subsidiaries of assets (including casualty losses (including proceeds of insurance in respect thereof) or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) or (pk) of the definition of Permitted Dispositions)) and (y) business interruption insurance, Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided provided, however, that, with respect to proceeds described in subsection (ii)(x) above, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefromcontinuing, (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interestinterest (subject to Permitted Liens), and (D) such Borrower Loan Party or any its Subsidiaries, as applicable, complete commits to such replacement, purchase or construction within 6 months after the date of initial receipt of such monies and completes such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) 1 year after the initial receipt of such monies, then the such Loan Party whose assets were the subject or any of such disposition its Subsidiaries shall have the option to apply such monies monies, in an aggregate amount not to exceed (X) with respect to sales or dispositions (other than casualty losses or condemnations), (1) $1,000,000 for all such sales or dispositions in any fiscal year, and (2) $5,000,000 for all such sales or dispositions since the Closing Date, or (Y) with respect to casualty losses and condemnations, $10,000,000 for all such casualty losses (including proceeds of insurance in respect thereof) and condemnations in any fiscal year, to the costs of replacement of the assets that are the subject of such sale or disposition or for the costs of purchase or construction of other assets useful in to the business of such any of the Loan Party Parties unless and to the extent that (aa) such applicable period shall have expired without such replacement, purchase, purchase or construction being made or completedcompleted or (bb) an Event of Default shall have occurred and be continuing, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above cash collateral account shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Senior Term Loan Credit Agreement (Bumble Bee Capital Corp.)

Dispositions. Promptly, and in no event later than three Within 3 Business Days of the date of receipt by any Borrower Parent or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), or (n) or (p) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.12(e)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition (or within such 180 day period have entered into a binding contractual arrangement to complete such replacement, purchase, or construction, so long as such contractual arrangement is reasonably satisfactory to Agent and such replacement, purchase, or construction is completed within 270 days after the initial receipt of such proceeds) shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs cost of purchase or construction of other assets useful in the business of such Loan Party parentParent or its Subsidiaries (or binding contractual obligations) unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii2.12(e)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.12(d)(ii) shall permit any Borrower Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (LiveVox Holdings, Inc.)

Dispositions. Promptly, and in no event later than three Within 1 Business Days Day of the date of receipt by any Borrower Parent or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower Parent or any of its Subsidiaries of assets (including Required Dispositions, casualty losses or and condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g), (h), (i), (jn), (k), (l), (m), (no) or (p) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, with respect to any such sale or disposition resulting from a casualty loss or condemnation, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower’s 's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interestLien, and (D) such Borrower Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such sale or disposition resulting from a casualty loss or condemnation shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (Essex Rental Corp.)

Dispositions. Promptly, and in no event later than three Within 1 Business Days Day of the date of receipt by any Borrower Parent or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (mm)(i), (n) or (po) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.4(f) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Administrative Borrower shall have given Agent prior written notice of such Borrower’s Borrowers’ intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within (1) 365 days after the date of the initial receipt of such monies if such monies relate to the replacement of, or construction in connection with, Real Property and (2) in all other cases, 180 days (or 365 days in after the case date of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of Parent or such Loan Party Subsidiary unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above cash collateral account shall be paid to Agent and applied in accordance with Section 2.4(f)(ii2.4(f); provided, however, that no Borrower nor the provisions of this Section 2.4(e)(ii) shall not apply to the voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries shall have of assets where the right to use such aggregate Net Cash Proceeds to make of all such replacements, purchases, sales or construction in excess of $500,000 dispositions in any given fiscal yearyear are less than or equal to $5,000,000. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (Skechers Usa Inc)

Dispositions. Promptly, and in no event later than three Within one Business Days Day of the date of receipt by any Borrower Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower of assets of any Loan Party or any of its Subsidiaries of assets (including Net Cash Proceeds of insurance or arising from casualty losses or condemnations and payments in lieu thereof, but excluding Net Cash Proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n), (p) or (po) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.4(f) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided provided, that: (A) to the extent that any such Net Cash Proceeds are proceeds of Third-Party Term Loan Priority Collateral, such Net Cash Proceeds shall be subject to the payment requirements and other terms and conditions of the Intercreditor Agreement; (B) so long as (A1) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B2) such Borrower Borrowers shall have given Agent prior written notice of such Borrower’s Borrowers’ intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower Loan Party or its Subsidiaries, (C3) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interestinterest (other than Liens in favor of the Third-Party Term Loan Agent and permitted pursuant to the terms of hereof and the Intercreditor Agreement), and (D4) such Borrower Loan Party or its SubsidiariesSubsidiary, as applicable, complete completes such replacement, purchase, or construction within 180 90 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party or such Loan Party’s Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party or such Subsidiary unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C3) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii2.4(f); providedprovided that the foregoing shall not prohibit the Agent from issuing an Activation Instruction (as defined in the Guaranty and Security Agreement), initiating cash dominion or otherwise taking remedies with respect to such Deposit Account in accordance with the terms of the Loan Documents; provided further, that no Borrower Loan Party nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 2,500,000 in any given fiscal year. Nothing ; and (C) nothing contained in this Section 2.4(e)(i2.4(e)(iii) shall permit any Borrower Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.. (iv)

Appears in 1 contract

Samples: Credit Agreement and Loan (Nautilus, Inc.)

Dispositions. PromptlyNo Loan Party shall, and in no event later than three Business Days of the date of receipt by any Borrower or Loan Party shall permit any of its Subsidiaries to, convey, sell, rent, lease, sublease, mortgage, license, transfer or otherwise dispose of (collectively, “Transfer”) any of the Net Cash Proceeds Collateral or any Intellectual Property, except for the following (collectively, “Permitted Dispositions”): (a) sales of any voluntary or involuntary sale or disposition inventory in the ordinary course of business, (b) dispositions by such Borrower a Loan Party or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) or (p) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale no longer used or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless or Subsidiary for cash and fair value so long as (i) no Default or Event of Default exists at the time of such disposition or would be caused after giving effect thereto and (ii) the fair market value of all such assets disposed of does not exceed $50,000 in any calendar year, (c) non-exclusive and/or exclusive licenses and similar agreements providing for the use and collaboration of any Loan Party’s Intellectual Property in the ordinary course of business, so long as, with respect to each such license or other agreement, (i) no Default or Event of Default has occurred and is continuing at the extent that time of such Transfer, (ii) the license constitutes an arms-length transaction in the ordinary course of business (and in the case of an exclusive license, made in connection with a bona fide corporate collaboration or arrangement in the ordinary course of business and approved by the board of directors of the applicable period shall have expired without Loan Party) and the terms of which, on their face, do not provide for a sale or assignment of any Intellectual Property and do not restrict such replacementLoan Party’s ability to pledge, purchasegrant a security interest in or lien on, or construction being made assign or completedotherwise Transfer any Intellectual Property, in which case, any amounts remaining in (iii) the Deposit Account referred to in clause applicable Loan Party delivers at least fifteen (C15) above shall be paid days prior written notice and a brief summary of the terms of the license to Agent (with such updated terms as may become available during such 15 day period), (iv) the applicable Loan Party delivers to Agent copies of the final executed documents in connection with such arrangement promptly (and applied in accordance any event within 5 days) of the later of the consummation thereof or the filing with Section 2.4(f)(ii); the SEC (provided, that no Borrower nor any if such documents are filed with the SEC, the Loan Parties shall have satisfied the requirement to deliver the executed documents by providing an electronic link to the applicable SEC filing containing such documents) and (v) all royalties, milestone payments or other proceeds paid or payable to or for the benefit of a Loan Party arising from such agreement or arrangement are paid to a deposit account that is governed by an Account Control Agreement, and (d) sales of equipment that has been acquired by a Loan Party solely for the purpose of a sale-leaseback transaction so long as such Loan Party has entered into such sale-leaseback transaction within 180 days of the original acquisition of such equipment and the equipment is sold by such Loan Party for not less than 100% of its Subsidiaries shall have the right original cost to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4Loan Party.

Appears in 1 contract

Samples: Loan and Security Agreement (Synta Pharmaceuticals Corp)

Dispositions. PromptlyMake any Disposition or enter into any agreement to make any Disposition, and in no event later than three Business Days of the date of receipt by any Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses except: (a)) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b), ) Dispositions of inventory and other real or personal property in the ordinary course of business; (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) Dispositions of equipment or (p) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and real property to the extent that (i) such applicable period property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property or (iii) the Company or any Subsidiary determines in good faith that the failure to replace such equipment will not be detrimental to the business of Company or such Subsidiary; (d) Dispositions of assets and other property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that (i) if the transferor of such property is a wholly-owned Subsidiary, the transferee must be either the Company or a wholly-owned Subsidiary, and (ii) if the transferor of such property is the Company or a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantor; (e) (x) Dispositions permitted by Section 8.04 and (y) Dispositions pursuant to sale and leaseback transactions to the extent not prohibited by any other Contractual Obligation; (f) Dispositions of receivables pursuant to the Permitted Trade Receivables Facilities; and (g) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 8.05; provided that (i) at the time of such Disposition, no Default shall have expired without exist or would result from such replacement, purchase, or construction being made or completed, Disposition and (ii) the aggregate book value of all property Disposed of in which casereliance on this clause (g) in any fiscal year shall not exceed $100,000,000; Notwithstanding anything herein to the contrary, any amounts remaining in the Deposit Account referred Disposition pursuant to in clause clauses (Ca) above through (d) shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal yearfor fair market value. Nothing contained in this Section 2.4(e)(i) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.8.06

Appears in 1 contract

Samples: Revolving Credit Agreement (Tech Data Corp)

Dispositions. Promptly, and in no event later than three Within one Business Days Day of the date of receipt by any Borrower Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower of assets of any Loan Party or any of its Subsidiaries of assets (including Net Cash Proceeds of insurance or arising from casualty losses or condemnations and payments in lieu thereof, but excluding Net Cash Proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) or (p) of the definition of Permitted DispositionsDispositions and Net Proceeds from casualty insurance proceeds from Damaged Property as set forth in Section 2.4(g)), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided thatprovided, that so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent Lender prior written notice of such Borrower’s Borrowers' intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower Loan Party or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent Lender has a perfected first-priority security interest, and (D) such Borrower Loan Party or its SubsidiariesSubsidiary, as applicable, complete completes such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party or such Loan Party's Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent Lender and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (Northwest Pipe Co)

Dispositions. PromptlyTo the extent any Advances are outstanding at such time, and in no event later than three within one (1) Business Days Day of the date of receipt by any Borrower or any of its Subsidiaries Loan Party of the Net Cash Proceeds in excess of $500,000 in the aggregate during the term of this Agreement (or all such proceeds at any time while an Event of Default exists) of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries Loan Party of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) or (pg) of the definition of Permitted Dispositions), Borrowers such Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii2.4(f) in an amount equal to one hundred percent (100% %) of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided provided, that, so long as (A) on the date of any such sale or other disposition arising from casualty losses or condemnation proceedings and after giving effect thereto, no Default or Event of Default exists or shall have occurred and is continuing or would result therefrombe continuing, (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition arising from casualty losses or condemnation proceedings or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 one hundred eighty (180) days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition arising from casualty losses or condemnation proceedings shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that that, no Borrower Loan Party nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 2,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries Loan Party to sell or otherwise dispose of any assets other than in accordance with Section 6.4.. DOCPROPERTY "DocID" \* MERGEFORMAT 7221123.9 15

Appears in 1 contract

Samples: Credit Agreement (VOXX International Corp)

Dispositions. Promptly, and in no event later than three Within 1 Business Days Day of the date of receipt by any Borrower Loan Party or any of its Subsidiaries of the Net Cash Proceeds in excess of $500,000 from any voluntary or involuntary sale or disposition by such Borrower any Loan Party or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), ) and (l), (m), (n) or (p) of the definition of Permitted DispositionsDispositions and, to the extent that a Dominion Period is not then in effect, clause (f) of the definition of Permitted Disposition, but including casualty losses or condemnations), Borrowers such Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent prior written notice of such Borrower’s Borrowers' intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower Borrowers or its their Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower Borrowers or its their Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, however, that no Borrower nor any of its Borrowers and their Subsidiaries shall not have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 750,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4. For clarity, in the event that Borrowers at any time elect to apply the Net Cash Proceeds described in this Section 2.4(e)(ii) to prepay the Obligations, the reinvestment requirements described herein shall cease to be applicable to Borrowers and their Subsidiaries without regard to whether such amounts are subsequently reborrowed.

Appears in 1 contract

Samples: Credit Agreement (Wabash National Corp /De)

Dispositions. Promptly, and in no event later than three Within 1 Business Days Day of the date of receipt by any Borrower or any of its Subsidiaries of the any Net Cash Proceeds Proceeds, in excess of $500,000 in the aggregate in any fiscal year, of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries of assets (including casualty losses or condemnations (provided that in the event of a casualty loss or condemnation involving Real Property Collateral, subject to the provisions of the Mortgages, which shall control in the event of any inconsistency with the terms of this clause (ii)) but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a) (unless such sale or disposition is of Eligible Equipment or Specified Real Property Collateral, in which case the Net Cash Proceeds thereof shall be subject to mandatory prepayment), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n), (o) or (pq) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (Medical Action Industries Inc)

Dispositions. Promptly, and in no event later than three Within 1 Business Days Day of the date of receipt by any Borrower Parent or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (bb)(ii), (c), (d), (e), (f), (i), (j), (k), (l), (m), or (n) or (p) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, other than with respect to Net Cash Proceeds from the disposition of Fixed Assets in reliance on clause (b) of the definition of Permitted Dispositions (which shall be subject to the reinvestment conditions set forth in clause (b)(i) Table of Contents of the definition of Permitted Dispositions), so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Borrower Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year; provided, further, with respect to Net Cash Proceeds of Fixed Assets as to which Borrower elected to reinvest in reliance on clause (b)(i) of the definition of Permitted Dispositions but as to which the applicable period shall have expired without such replacement or purchase being made or completed, an amount equal to such Net Cash Proceeds shall be paid to Agent and applied in accordance with Section 2.4(f)(ii). Nothing contained in this Section 2.4(e)(i2.4(e)(ii) shall permit any Borrower Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Appears in 1 contract

Samples: Credit Agreement (InfuSystem Holdings, Inc)

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