Surplus Assets Clause Samples

Surplus Assets. On the date of each and every Prepayment Event with respect to the Surplus Assets (and on any date thereafter on which proceeds pertaining thereto are received by any Loan Party), Borrowers shall be required to prepay the outstanding principal balance of the Term Loan B and after the outstanding principal balance of the Term Loan B is paid in full Borrowers shall be required to prepay the outstanding principal balance of the Revolving Loans (without a corresponding reduction in Revolving Loan Commitments) and after the outstanding principal balance of the Revolving Loans has been reduced to zero Borrowers shall be required to prepay the unpaid principal balance of the M&E Term Loans, in each case without any demand or notice from Agent, any Lender or any other Person, all of which is hereby expressly waived by each Borrower, in the amount of 100% of the proceeds (net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates of any Loan Party) received by any Loan Party with respect to such Prepayment Event or Prepayment Events; provided that, after payment in full of the Term Loan B, no prepayment shall be required pursuant to this clause (1) unless the aggregate amount of such proceeds received by any Loan Party in any Fiscal Year exceeds $1,500,000.

Surplus Assets. For a period of six (6) months following the Closing Date, Buyer shall have an option to purchase from Seller certain Excluded Assets, which shall be identified on Schedule 2.2(i) as being subject to this Section 5.13, upon providing Seller with a notice identifying such Excluded Assets and the applicable purchase price. Nothing herein contained shall be construed to restrict the Buyer's ability to sell such Excluded Assets to a Third Party provided that if Seller receives an offer from a Third Party to acquire any such Excluded Assets, Seller shall notify Buyer and Buyer shall have five (5) Business Days to provide Seller with a notice of its intention to purchase all or a portion of such Excluded Assets. Buyer's option shall terminate in the event that such Excluded Assets are lost, substantially damaged or LUCENT TECHNOLOGIES/CELESTICA

Surplus Assets. A copy of any contract entered into by the Company or any Subsidiary Guarantor to sell or otherwise dispose of any of the assets included in the appraisal referred to in subsection_5.01(f); (r) AIP Purchase.

Surplus Assets. (a) If the Actuary in a re port has advised the Trustee or the Trustee is otherwise satisfied that the value of the assets of the Employer Sub-Plan exceeds the value of the liabilities of the Employer Sub-Plan (excess amount), the Trustee on the advice of the Actuary and subject to the Relevant Law: (i) may apply the excess amount to reduce the contributions to the Employer Sub-Plan of the Participating Employer and/or another Employer approved by the Participating Employer; (ii) with the consent of th e Participating Employer, may determine that the excess amount be applied in any one or more of the following ways: (A) in reducing the contrib utions of Members; (B) increasing the benefit s payable under the Employer Sub-Plan; (C) by being repaid to the Participating Employer or to another Employer approved by the Participating Employer; (D) to a reserve account fo r the Employer Sub-Plan; or (E) for any other purpose . (b) Except to the extent t hat the excess amount is subject to a determination made under rule 1.6(a), the Bank may treat the excess amount in the books of the Bank as an asset of the Employer Sub-Plan on the basis that it constitutes a prepayment of the Participating Employer's contributions to the Employer Sub-Plan.

Surplus Assets. The Vendor must ensure that: (a) immediately prior to the Adjustment Date, the Company has no assets which do not relate to the operation of the Business (Surplus Assets); and (b) to the extent that any Surplus Assets are disposed of by the Company between the date of this agreement and the Adjustment Date, that disposal must occur on arm’s length commercial terms.