Common use of Notice and Offer Clause in Contracts

Notice and Offer. In the event net proceeds of a Disposition are to be used to make an offer (a “Transfer Prepayment Offer”) to prepay Notes pursuant to Section 10.3 of this Agreement (a “Debt Prepayment Transfer”), the Company will give written notice of such Debt Prepayment Transfer to each holder of Notes. Such written notice shall contain, and such written notice shall constitute, an irrevocable offer to prepay, at the election of each holder, a portion of the Notes held by such holder equal to such holder’s Ratable Portion of the net proceeds in respect of such Debt Prepayment Transfer on a date specified in such notice (the “Transfer Prepayment Date”) that is not less than thirty (30) days and not more than sixty (60) days after the date of such notice, together with interest on the amount to be so prepaid accrued to the Transfer Prepayment Date. If the Transfer Prepayment Date shall not be specified in such notice, the Transfer Prepayment Date shall be the thirtieth (30th) day after the date of such notice.

Notice and Offer. In the event net proceeds of a Disposition are any Debt Prepayment Application is to be used at the election of the Company to make an offer (a “Transfer Disposition Prepayment Offer”) to prepay Notes pursuant to Section 10.3 10.9(f) of this Agreement (a “Debt Prepayment Transfer”), the Company will give written notice of such Debt Prepayment Transfer to each holder of Notes. Such written notice shall contain, and such written notice shall constitute, an irrevocable offer to prepay, at the election of each holder, a portion of the Notes held by such holder equal to such holder’s Ratable Portion of the net proceeds Net Proceeds in respect of such Debt Prepayment Transfer on a date specified in such notice (the “Transfer Disposition Prepayment Date”) that is not less than thirty (30) days and not more than sixty (60) days after the date of such notice, together with interest on the amount to be so prepaid accrued to the Transfer Disposition Prepayment Date. If the Transfer Disposition Prepayment Date shall not be specified in such notice, the Transfer Disposition Prepayment Date shall be the thirtieth forty-fifth (30th45th) day after the date of such notice.

Notice and Offer. In the event net proceeds of a Disposition are any Debt Prepayment Application is to be used to make an offer (a “Transfer Prepayment Offer”) to prepay Notes pursuant to Section 10.3 10.6 of this Agreement (a “Debt Prepayment Transfer”), the Company will give written notice of such Debt Prepayment Transfer to each holder of Notes. Such written notice shall contain, and such written notice shall constitute, an irrevocable offer to prepay, at the election of each holder, a portion of the Notes held by such holder equal to such holder’s Ratable Portion of the net proceeds in respect of such Debt Prepayment Transfer on a date specified in such notice (the “Transfer Prepayment Date”) that is not less than thirty (30) days and not more than sixty (60) days after the date of such notice, together with interest on the amount to be so prepaid accrued to the Transfer Prepayment Date. If the Transfer Prepayment Date shall not be specified in such notice, the Transfer Prepayment Date shall be the thirtieth (30th) day after the date of such notice.

Notice and Offer. In the event net proceeds of a Disposition are any Debt Prepayment Application is to be used to make an offer (a “Transfer Prepayment Offer”) to prepay Notes pursuant to Section 10.3 10.10 of this Agreement (a “Debt Prepayment Transfer”), the Company will give written notice of such Debt Prepayment Transfer to each holder of Notes. Such written notice shall contain, and such written notice shall constitute, an irrevocable offer to prepay, at the election of each holder, a portion of the Notes held by such holder equal to such holder’s Ratable Portion of the net proceeds Net Proceeds in respect of such Debt Prepayment Transfer on a date specified in such notice (the “Transfer Prepayment Date”) that is not less than thirty (30) 30 days and not more than sixty (60) 60 days after the date of such notice, together with interest on the amount to be so prepaid accrued to the Transfer Prepayment Date. If the Transfer Prepayment Date shall not be specified in such notice, the Transfer Prepayment Date shall be the thirtieth (30th) 45th day after the date of such notice.

Notice and Offer. In the event net proceeds of a Disposition are any Debt Prepayment Application is to be used to make an offer (a “Transfer Prepayment Offer”) to prepay Notes pursuant to Section 10.3 10.6 of this Agreement (a “Debt Prepayment Transfer”), the Company will give written notice of such Debt Prepayment Transfer to each holder of Notes. Such written notice shall contain, and such written notice shall constitute, an irrevocable offer to prepay, at the election of each holder, a portion of the Notes held by such holder equal to such holder’s Ratable Portion of the net proceeds in respect of such Debt Prepayment Transfer on a date specified in such notice (the “Transfer Prepayment Date”) that is not less than thirty (30) 30 days and not more than sixty (60) 60 days after the date of such notice, together with interest on the amount to be so prepaid accrued to the Transfer Prepayment Date. If the Transfer Prepayment Date shall not be specified in such notice, the Transfer Prepayment Date shall be the thirtieth (30th) 30th day after the date of such notice.

Notice and Offer. In the event net proceeds of a Disposition are to be used to make an offer (a “any Debt Prepayment Application under Section 10.3, the Obligors will, within 10 days of the occurrence of the Transfer Prepayment Offer”) to prepay Notes pursuant to Section 10.3 of this Agreement (a “Debt Prepayment Transfer”) in respect of which an offer to prepay the Notes is being made to comply with the provisions for a Debt Prepayment Application (as set forth in the definition thereof), the Company will give written notice of such Debt Prepayment Transfer to each holder of Notes. Such written notice shall contain, and such written notice shall constitute, an irrevocable offer (the “Transfer Prepayment Offer”) to prepay, at the election of each holder, a portion of the Notes held by such holder equal to such holder’s Ratable Portion of the net proceeds Net Proceeds in respect of such Debt Prepayment Transfer on a date specified in such notice (the “Transfer Prepayment Date”) that is not less than thirty (30) 30 days and not more than sixty (60) 60 days after the date of such notice, together with interest on the amount to be so prepaid accrued to the Transfer Prepayment Date. If the Transfer Prepayment Date shall not be specified in such notice, the Transfer Prepayment Date shall be the thirtieth (30th) 40th day after the date of such notice.

Notice and Offer. In the event net proceeds of a Disposition are any Debt Prepayment Application is to be used at the election of the Company to make an offer (a “Transfer Prepayment Offer”) to prepay Notes pursuant to Section 10.3 of this Agreement (a “Debt Prepayment Transfer”), the Company will give written notice of such Debt Prepayment Transfer to each holder of Notes. Such written notice shall contain, and such written notice shall constitute, an irrevocable offer to prepay, at the election of each holder, a portion of the Notes held by such holder equal to such holder’s Ratable Portion of the net proceeds Net Proceeds Amount in respect of such Debt Prepayment Transfer on a date specified in such notice (the “Transfer Prepayment Date”) that is not less than thirty (30) days and not more than sixty (60) days after the date of such notice, together with interest on the amount to be so prepaid accrued to the Transfer Prepayment Date. If the Transfer Prepayment Date shall not be specified in such notice, the Transfer Prepayment Date shall be the thirtieth forty-fifth (30th45th) day after the date of such notice.

Notice and Offer. In the event net proceeds of a Disposition are to be used to make an offer any Debt Prepayment Application under Section 10.3, the Obligors will, within ten (a “10) days of the occurrence of the Transfer Prepayment Offer”) to prepay Notes pursuant to Section 10.3 of this Agreement (a “Debt Prepayment Transfer”) in respect of which an offer to prepay the Notes is being made to comply with the provisions for a Debt Prepayment Application (as set forth in the definition thereof), the Company will give written notice of such Debt Prepayment Transfer to each holder of Notes. Such written notice shall contain, and such written notice shall constitute, an irrevocable offer (the “Transfer Prepayment Offer”) to prepay, at the election of each holder, a portion of the Notes held by such holder equal to such holder’s Ratable Portion of the net proceeds Net Proceeds in respect of such Debt Prepayment Transfer on a date specified in such notice (the “Transfer Prepayment Date”) that is not less than thirty (30) days and not more than sixty (60) days after the date of such notice, together with interest on the amount to be so prepaid accrued to the Transfer Prepayment Date. If the Transfer Prepayment Date shall not be specified in such notice, the Transfer Prepayment Date shall be the thirtieth fortieth (30th40th) day after the date of such notice.

Notice and Offer. In the event net proceeds of a Disposition are any Debt Prepayment Application is to be used to make an offer (a “Transfer Prepayment Offer”) to prepay Notes pursuant to Section 10.3 10.5 of this Agreement (a “Debt Prepayment Transfer”), the Company will give written notice of such Debt Prepayment Transfer to each holder of Notes. Such written notice shall contain, and such written notice shall constitute, an irrevocable offer to prepay, at the election of each holder, a portion of the Notes held by such holder equal to such holder’s Ratable Portion of the net proceeds in respect of such Debt Prepayment Transfer on a date specified in such notice (the “Transfer Prepayment Date”) that is not less than thirty (30) days and not more than sixty (60) days after the date of such notice, together with interest on the amount to be so prepaid accrued to the Transfer Prepayment Date. If the Transfer Prepayment Date shall not be specified in such notice, the Transfer Prepayment Date shall be the thirtieth (30th) day after the date of such notice.

Notice and Offer. In the event net proceeds of a Disposition are to be used to make an offer any Debt Prepayment Application under Section 10.3, the Obligors will, within ten (a “10) days of the occurrence of the Transfer Prepayment Offer”) to prepay Notes pursuant to Section 10.3 of this Agreement (a “Debt Prepayment Transfer”) in respect of which an offer to prepay the Notes is being made to comply with the provisions for a Debt Prepayment Application (as set forth in the definition thereof), the Company will give written notice of such Debt Prepayment Transfer to each holder of Notes. Such written notice shall contain, and such written notice shall constitute, an irrevocable offer (the “Transfer Prepayment Offer”) to prepay, at the election of each holder, a portion of the Notes held by such holder equal to such holder’s Ratable Portion of the net proceeds Net Proceeds in respect of such Debt Prepayment Transfer on a date specified in such notice (the “Transfer Prepayment Date”) that is not less than thirty (30) days and not more than sixty (60) days after the date of such notice, together with interest on the amount to be so prepaid accrued to the Transfer Prepayment DateDate and the Make-Whole Amount. If the Transfer Prepayment Date shall not be specified in such notice, the Transfer Prepayment Date shall be the thirtieth fortieth (30th40th) day after the date of such notice.

Notice and Offer. In the event net proceeds of a Disposition are any Debt Prepayment Application is to be used to make an offer (a “Transfer Prepayment Offer”) to prepay Notes pursuant to Section 10.3 10.2 of this Agreement (a “Debt Prepayment Transfer”), the Company will give written notice of such Debt Prepayment Transfer to each holder of Notes. Such written notice shall contain, and such written notice shall constitute, an irrevocable offer to prepay, at the election of each holder, a portion of the Notes held by such holder equal to such holder’s 's Ratable Portion of the net proceeds in respect of such Debt Prepayment Transfer on a date specified in such notice (the “Transfer Prepayment Date”) that is not less than thirty (30) 30 days and not more than sixty (60) 60 days after the date of such notice, together with interest on the amount to be so prepaid accrued to to, but not including, the Transfer Prepayment Date. If the Transfer Prepayment Date shall not be specified in such notice, the Transfer Prepayment Date shall be the thirtieth (30th) 45th day after the date of such notice.

Notice and Offer. In the event net proceeds of a Disposition are to be used to make an offer (a “Transfer any Debt Prepayment Offer”) to prepay Notes pursuant to Application under Section 10.3 of this Agreement (a “Debt Prepayment Transfer”), the Company will offer to prepay the Notes (the “Transfer Prepayment Offer”) in compliance with the requirements for a Debt Prepayment Application (as set forth in the definition thereof), and give written notice of such Debt Prepayment Transfer offer to each holder of Notes. Such written notice shall contain, and such written notice shall constitute, an irrevocable offer to prepay, at the election of each holder, a portion of the Notes held by such holder equal to such holder’s Ratable Portion of the net proceeds Net Proceeds in respect of such Debt Prepayment Transfer on a date specified in such notice (the “Transfer Prepayment Date”) that is not less than thirty (30) days and not more than sixty (60) days after the date of such notice, together with interest on the amount to be so prepaid accrued to the Transfer Prepayment Date. If the Transfer Prepayment Date shall not be specified in such notice, the Transfer Prepayment Date shall be the thirtieth fortieth (30th40th) day after the date of such notice.

Notice and Offer. In the event net proceeds Net Proceeds of a an Asset Disposition are to be used to make an offer (a “Transfer Prepayment Offer”) to prepay Notes pursuant to a Debt Prepayment Application under Section 10.3 10.10 of this Agreement (a “Debt Prepayment Transfer”), the Company will give written notice of such Debt Prepayment Transfer to each holder of Notes. Such written notice shall contain, and such written notice shall constitute, an irrevocable offer to prepay, at the election of each holder, a portion of the Notes held by such holder equal to such holder’s Ratable Portion of the net proceeds Net Proceeds in respect of such Debt Prepayment Transfer on a date specified in such notice (the “Transfer Prepayment Date”) that is not less than thirty (30) days and not more than sixty (60) days after the date of such notice, together with interest on the amount to be so prepaid accrued to the Transfer Prepayment Date. If the Transfer Prepayment Date shall not be specified in such notice, the Transfer Prepayment Date shall be the thirtieth (30th) day after the date of such notice.

Notice and Offer. In the event net proceeds of a Disposition are to be used to make an offer (a “Transfer any Debt Prepayment Offer”) to prepay Notes pursuant to Application under Section 10.3 of this Agreement (a “Debt Prepayment Transfer”), the Company will offer to prepay the Notes (the “Transfer Prepayment Offer”) in compliance with the requirements for a Debt Prepayment Application (as set forth in the definition thereof), and give written notice of such Debt Prepayment Transfer offer to each holder of Notes. Such written notice shall contain, and such written notice shall constitute, an irrevocable offer to prepay, at the election of each holder, a portion of the Notes held by such holder equal to such holder’s Ratable Portion of the net proceeds Net Proceeds in respect of such Debt Prepayment Transfer on a date specified in such notice (the “Transfer Prepayment Date”) that is not less than thirty (30) days and not more than sixty (60) days after the date of such notice, together with interest on the amount to be so prepaid accrued to the Transfer Prepayment DateDate and, in respect of all Floating Rate Shelf Notes, if any, to be so prepaid, any Breakage Cost Obligation to be paid in accordance with the provisions of Section 8.9(b). If the Transfer Prepayment Date shall not be specified in such notice, the Transfer Prepayment Date shall be the thirtieth fortieth (30th40th) day after the date of such notice.

Notice and Offer. In the event net proceeds the Net Cash Proceeds of a Disposition are to be used to make an offer (a an “Transfer Applicable Prepayment Offer”) to prepay Notes pursuant to Section 10.3 10.6 of this Agreement (a “Debt Prepayment Transfer”), or in the Company event that there is a Capital Stock Issuance, the Issuers will give written notice of such Debt Prepayment Transfer or Capital Stock Issuance to each holder of Notes. Such written notice shall contain, and such written notice shall constitute, an irrevocable offer to prepay, at the election of each holder, a portion of the Notes held by such holder equal to such holder’s Ratable Portion of either (x) the net proceeds Net Cash Proceeds in respect of such Debt Prepayment Transfer Transfer, or (y) 50% of the Net Cash Proceeds of such Capital Stock Issuance, on a date specified in such notice (the “Transfer Applicable Prepayment Date”) that is not less than thirty (30) days and not more than sixty (60) days after the date of such notice, together with interest on the amount to be so prepaid accrued to the Transfer Applicable Prepayment Date. If the Transfer Applicable Prepayment Date shall not be specified in such notice, the Transfer Applicable Prepayment Date shall be the thirtieth (30th) day after the date of such notice.

Notice and Offer. In the event net proceeds of a any Debt Prepayment Application under Section 10.3, the Company will, within ten (10) days of the occurrence of the Asset Disposition are to be used to make an offer (a “Transfer Prepayment Offer”) to prepay Notes pursuant to Section 10.3 of this Agreement (a “Debt Prepayment Transfer”) in respect of which an offer to prepay the Notes is being made to comply with the provisions for a Debt Prepayment Application (as set forth in the definition thereof), the Company will give written notice of such Debt Prepayment Transfer to each holder of Notes. Such written notice shall contain, and such written notice shall constitute, an irrevocable offer (the “Transfer Prepayment Offer”) to prepay, at the election of each holder, a portion of the Notes held by such holder equal to such holder’s Ratable Portion of the net proceeds Net Proceeds in respect of such Debt Prepayment Transfer on a date specified in such notice (the “Transfer Prepayment Date”) that is not less than thirty (30) days and not more than sixty (60) days after the date of such notice, together with interest on the amount to be so prepaid accrued to the Transfer Prepayment DateDate and the LIBOR Breakage Amount, if any, with respect thereto. If the Transfer Prepayment Date shall not be specified in such notice, the Transfer Prepayment Date shall be the thirtieth fortieth (30th40th) day after the date of such notice.

Notice and Offer. In the event net proceeds of a Disposition that any Specified Proceeds are required to be used to make an offer (a “Transfer Prepayment Offer”) to prepay Notes applied pursuant to Section 10.3 4.01 of this the Intercreditor and Collateral Trust Agreement (at a “Debt Prepayment Transfer”)time when the Notes have not become due and payable pursuant to Section 12.1, the Company will give written notice of such Debt Prepayment Transfer thereof to each holder of Notes. Such written notice shall contain, and such written notice shall constitute, an irrevocable offer to prepayprepay (the “Specified Proceeds Prepayment Offer”), at the election of each holder, a portion of the aggregate principal amount of the Notes held by such holder equal to such holder’s Ratable Portion of the net proceeds in respect of such Debt Prepayment Transfer Specified Proceeds on a date specified in such notice (the “Transfer Specified Proceeds Prepayment Date”) that is not less than thirty (30) days and not more than sixty (60) days after the date of such notice, together with interest on the amount to be so prepaid accrued to the Transfer Prepayment Date. If the Transfer Specified Proceeds Prepayment Date shall not be specified in such notice, the Transfer Specified Proceeds Prepayment Date shall be the thirtieth (30th) day after the date of such notice.