Common use of Notice and Offer Clause in Contracts

Notice and Offer. In the event of a Disposition of any assets of the Company or any Restricted Subsidiary where the Company has elected to apply the net proceeds of such Disposition pursuant to Section 10.5(b), the Company shall, no later than the 305th day following the date of such Disposition, give written notice of such event (a “Sale of Assets Prepayment Event”) to each holder of Notes. Such notice shall contain, and shall constitute, an irrevocable offer to prepay a Ratable Portion of the Notes held by such holder on the date specified in such notice (the “Sale of Assets Prepayment Date”) which date shall be not less than 30 days and not more than 60 days after such notice.

Appears in 10 contracts

Samples: Note Purchase Agreement (Mettler Toledo International Inc/), Note Purchase Agreement (Mettler Toledo International Inc/), Note Purchase Agreement (Mettler Toledo International Inc/)

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Notice and Offer. In the event of a Disposition of any assets of the Company or any Restricted Subsidiary Transfer where the Company has elected to apply all or a portion of the net proceeds Net Proceeds Amount of such Disposition Transfer as a Debt Prepayment Application pursuant to Section 10.5(b), the Company shall, no later than the 305th day following the date of such DispositionTransfer, give written notice of such event (a an Sale of Assets Asset Disposition Prepayment Event”) to each holder of Notes. Such notice shall contain, and shall constitute, an irrevocable offer to prepay a Ratable Portion of the Notes held by such holder on the date (which shall be a Business Day) specified in such notice (the “Sale of Assets Asset Disposition Prepayment Date”) which date shall be not less than 30 days and not more than 60 days after such notice.

Appears in 10 contracts

Samples: Note Purchase Agreement (New Jersey Resources Corp), Indenture (New Jersey Resources Corp), Purchase Agreement (New Jersey Resources Corp)

Notice and Offer. In the event of a Disposition of any assets of the Company or any Restricted Subsidiary Transfer where the Company has elected to apply all or a portion of the net proceeds Net Proceeds Amount of such Disposition Transfer pursuant to Section 10.5(b), the Company shall, no later than the 305th day following the date of such DispositionTransfer, give written notice of such event (a an Sale of Assets Asset Disposition Prepayment Event”) to each holder of Notes. Such notice shall contain, and shall constitute, an irrevocable offer to prepay a Ratable Portion of the Notes held by such holder on the date (which shall be a Business Day) specified in such notice (the “Sale of Assets Asset Disposition Prepayment Date”) which date shall be not less than 30 days and not more than 60 days after such notice.

Appears in 3 contracts

Samples: Note Purchase Agreement (New Jersey Resources Corp), Note Purchase Agreement (New Jersey Resources Corp), New Jersey Resources Corp

Notice and Offer. In the event of a Disposition sale, lease or other disposition of any a “substantial part” of the assets of the Company or any Restricted Subsidiary where the Company has elected to apply the net proceeds of such Disposition sale, lease or other disposition pursuant to Section 10.5(b10.9(b), the Company shall, no later than the 305th day following the date of such Dispositionsale, lease or other disposition, give written notice of such event (a “Sale of Assets Prepayment Event”) to each holder of Notes. Such notice shall contain, and shall constitute, an irrevocable offer to prepay a Ratable Portion of the Notes held by such holder on the date specified in such notice (the “Sale of Assets Prepayment Date”) which date shall be a Business Day not less than 30 20 days and not more than 60 days after such notice.

Appears in 2 contracts

Samples: Note Purchase Agreement (WABCO Holdings Inc.), Note Purchase Agreement (WABCO Holdings Inc.)

Notice and Offer. In the event of a Disposition of any assets of the Company or any Restricted Subsidiary where the Company has elected to apply the net proceeds of such Disposition pursuant to Section 10.5(b10.6(b), the Company shall, no later than the 305th day following the date of such Disposition, give written notice of such event (a “Sale of Assets Prepayment Event”) to each holder of Notes. Such notice shall contain, and shall constitute, an irrevocable offer to prepay a Ratable Portion of the Notes held by such holder on the date specified in such notice (the “Sale of Assets Prepayment Date”) which date shall be not less than 30 days and not more than 60 days after such notice.

Appears in 2 contracts

Samples: Note Purchase Agreement (Perkinelmer Inc), Note Purchase Agreement (Perkinelmer Inc)

Notice and Offer. In the event of a Disposition sale, lease or other disposition of any a "substantial part" of the assets of the Company or any Restricted Subsidiary where the Company has elected to apply the net proceeds of such Disposition sale, lease or other disposition pursuant to Section 10.5(b), the Company shall, no later than the 305th day following the date of such Dispositionsale, lease or other disposition, give written notice of such event (a "Sale of Assets Prepayment Event") to each holder of Notes. Such notice shall contain, and shall constitute, an irrevocable offer to prepay a Ratable Portion of the Notes held by such holder on the date specified in such notice (the "Sale of Assets Prepayment Date") which date shall be a Business Day not less than 30 days and not more than 60 days after such notice.

Appears in 1 contract

Samples: Minerals Technologies Inc

Notice and Offer. In the event of a Disposition sale, lease or other disposition of any a “substantial part” of the assets of the Company or any Restricted Subsidiary and its Subsidiaries where the Company has elected to apply the net proceeds of such Disposition sale, lease or other disposition pursuant to Section 10.5(b), the Company shall, no later than the 305th day following the date of such Dispositionsale, lease or other disposition, give written notice of such event (a “Sale of Assets Prepayment Event”) to each holder of Notes. Such notice shall contain, and shall constitute, an irrevocable offer to prepay a Ratable Portion of the Notes held by such holder on the date specified in such notice (the “Sale of Assets Prepayment Date”) which date shall be a Business Day not less than 30 days and not more than 60 days after such notice.

Appears in 1 contract

Samples: Subsidiary Guaranty Agreement (Otter Tail Corp)

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Notice and Offer. In the event of a Disposition of any assets of the Company or any Restricted Subsidiary where the Company is required to or has elected to apply the net proceeds of such Disposition pursuant to clause (ii)(B) of the second paragraph of Section 10.5(b)10.7, the Company shall, no later than the 305th 335th day following the date of any such Disposition, give written notice of such event (a “Sale of Assets Prepayment Event”) to each holder of Notes. Such notice shall contain, and shall constitute, an irrevocable offer to prepay a Ratable Portion of the Notes held by such holder on the date specified in such notice (the “Sale of Assets Prepayment Date”) which such date shall be a Business Day not less than 30 days and not more than 60 days after the date of such noticeoffer.

Appears in 1 contract

Samples: Note Purchase Agreement (Essential Utilities, Inc.)

Notice and Offer. In the event of a Disposition sale, lease or other disposition of any a "substantial part" of the assets of the Company or any Restricted Subsidiary where the Company has elected to apply the net proceeds of such Disposition sale, lease or other disposition pursuant to Section 10.5(b), the Company shall, no later than the 305th day following the date of such Dispositionsale, lease or other disposition, give written notice of such event (a "Sale of Assets Prepayment Event") to each holder of Notes. Such notice shall contain, and shall constitute, an irrevocable offer to prepay a Ratable Portion of the Notes held by such holder on the date specified in such notice (the "Sale of Assets Prepayment Date") which date shall be not less than 30 days and not more than 60 days after such notice.

Appears in 1 contract

Samples: Note Purchase Agreement (Amcol International Corp)

Notice and Offer. In the event of a Disposition sale, lease or other disposition of any a “substantial part” of the assets of the Company or any Restricted Subsidiary where the Company has elected to apply the net proceeds of such Disposition sale, lease or other disposition pursuant to Section 10.5(b10.8(b), the Company shall, no later than the 305th 120th day following the date of such Dispositionsale, lease or other disposition, give written notice of such event (a “Sale of Assets Prepayment Event”) to each holder of Notes. Such notice shall contain, and shall constitute, an irrevocable offer to prepay a Ratable Portion of the Notes held by such holder on the date specified in such notice (the “Sale of Assets Prepayment Date”) which date shall be a Business Day not less than 30 days and not more than 60 days after such notice.

Appears in 1 contract

Samples: Note Purchase Agreement (Resmed Inc)

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