Sharing of Asset Sale Proceeds Sample Clauses

Sharing of Asset Sale Proceeds. In any circumstance when the Company applies any Net Proceeds of an Asset Sale with respect to Collateral (in each case, as such terms or any substantially similar terms are defined in the Indenture and the applicable Additional Senior Secured Debt Document) to permanently reduce Notes Priority Lien Debt Obligations, the Noteholders and the Additional Senior Secured Debt Holders shall be entitled to share such Net Proceeds, as the case may be, on a pro rata basis, in proportion to the principal amounts of the Senior Secured Notes and Additional Senior Secured Debt tendered (in each case, to the extent consistent with the underlying Finance Document). In any circumstance when the Collateral Agent receives any such Net Proceeds with respect to Collateral pursuant to any Note Document or Additional Senior Secured Debt Document, and the Indenture and the applicable Additional Senior Secured Debt Document specify that all or a portion of such proceeds are to be applied to an “Asset Sale Proceeds Offer” (as such term or any substantially similar term is defined in the Indenture and the applicable Additional Senior Secured Debt Document), the Collateral Agent shall divide such proceeds among the Noteholders and Additional Senior Secured Debt Holders entitled to such right in proportion to the principal amounts of the Senior Secured Notes and Additional Senior Secured Debt tendered (unless the underlying Finance Document provides otherwise). The parties acknowledge that the Indenture provides (and the Additional Senior Secured Debt Documents may provide) that if the Noteholders and/or the Additional Senior Secured Debt Holders do not accept Net Proceeds of an Asset Sale (as such terms or any substantially similar terms are defined in the Indenture and the applicable Additional Senior Secured Debt Document) in the full amount to which they are entitled, the portion thereof which would otherwise have been applied to the redemption of the Senior Secured Notes or to the prepayment of the Additional Senior Secured Debt in accordance herewith may be paid to the Company in accordance with such agreements.
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Related to Sharing of Asset Sale Proceeds

  • Fundamental Changes; Disposition of Assets; Acquisitions No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Capital Expenditures in the ordinary course of business) the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except:

  • Disposition of Assets; Etc The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease, license, transfer, assign or otherwise dispose of any of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms, sales of scrap or obsolete material or equipment, the lapse of intellectual property of the Borrower or any of its Subsidiaries that is no longer useful or material to their business and sales of fixed assets the proceeds of which are used to purchase other property of a similar nature of at least equivalent value within 180 days of such sale, provided, however, that this Section 6.09 shall not (a) prohibit any sale or other transfer of an interest in accounts or notes receivable to a Securitization Entity pursuant to Permitted Securitization Transactions if the aggregate outstanding principal amount of the Indebtedness under all Permitted Securitization Transactions does not exceed $250,000,000, (b) prohibit any sale or other transfer of any asset of the Borrower or any Subsidiary to the Borrower or any Subsidiary that is a Guarantor and (c) prohibit any such sale, lease, license, transfer, assignment or other disposition if the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective Date and on or prior to such transaction date shall be less than 40% of the aggregate book value of the Consolidated Total Assets as of the end of the fiscal year immediately preceding such transaction and the aggregate amount of businesses, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective date and on or prior to such transaction date shall be responsible for less than 40% of the consolidated net sales or net income of the Borrower and its Subsidiaries for the fiscal year immediately preceding the date of such transaction, and if immediately after any such transaction, no Default shall exist or shall have occurred and be continuing.

  • Fundamental Changes; Disposition of Assets The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any transaction of merger, consolidation or amalgamation, consummate a Division as the Dividing Person, or liquidate, wind up or dissolve themselves (or suffer any liquidation or dissolution), or otherwise make any Disposition of any assets, except:

  • Disposition of Assets To sell, exchange, lend, pledge, mortgage, hypothecate, write options on and lease any or all of the assets of the Trust;

  • Limitation on Disposition of Assets The Company is, subject to certain conditions, obligated to make an offer to purchase Securities at 100% of their principal amount plus accrued and unpaid interest to the date of repurchase with certain net cash proceeds of certain sales or other dispositions of assets in accordance with the Indenture.

  • Contribution of Assets Subject to and upon the terms and conditions contained herein, on the Closing Date, Dentist shall convey, transfer, deliver and assign to Pentegra or any affiliate of Pentegra designated by Pentegra all of Dentist's right, title and interest in and to those certain assets described on EXHIBIT 1.1 attached hereto (individually, "Asset", and collectively "Assets"), free and clear of all obligations, security interests, claims, liens and encumbrances, except as specifically assumed, or taken subject to, by Pentegra pursuant to SECTION 1.3(b) hereof.

  • Sale of Assets The Company or the Bank sells to a third party all or substantially all of its assets.

  • Liquidation of Assets We have the right to liquidate assets in your Xxxx XXX if necessary to make distributions or to pay fees, expenses, taxes, penalties, or surrender charges properly chargeable against your Xxxx XXX. If you fail to direct us as to which assets to liquidate, we will decide, in our complete and sole discretion, and you agree to not hold us liable for any adverse consequences that result from our decision.

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