Affirmity definition

Affirmity. (v) “Open LMS”, (vi) “Breezy” and (vii) any other acquisition of assets or businesses after the Closing Date in an amount equal to or greater than 25% of Consolidated EBITDA as determined on the date of such disposal (collectively, the “CoreCo Assets”) which may only be made in reliance on Section 7.04(2) of the Precedent Credit Agreement and shall be required to be applied to prepay the Initial Term Loans, subject to a step-down to 50% if the Senior Secured Net Leverage Ratio is equal to or less than 3.60:1.00, in each case, without reinvestment rights; provided that to the extent the aggregate amount of Net Cash Proceeds received from the disposition of CoreCo Assets exceeds $100,000,000.00 in the aggregate, in the Borrower’s sole discretion, the next $15,000,000.00 of Net Cash Proceeds received shall not be required to be applied to prepay the Initial Term Loans; provided, further, that, notwithstanding the foregoing, if the outstanding principal amount of Term Loans is equal to or less than $191,638,500.00, 100% of the Net Cash Proceeds received from dispositions of CoreCo Assets shall be required to be applied to prepay the Initial Term Loans (regardless of the Senior Secured Net Leverage Ratio); and (c) 100% of the Net Cash Proceeds received from any other dispositions made pursuant to Section 7.04(2) of the Precedent Credit Agreement shall be required to be applied to prepay the Initial Term Loans to the extent the amount of such Net Cash Proceeds exceeds an amount to be mutually agreed and then only to the extent of such excess, subject to the right of the Borrower and its Subsidiaries to reinvest 100% of such Net Cash Proceeds if such Net Cash Proceeds are reinvested (or committed to be reinvested) within 360 days and, if so committed to be reinvested, so long as such reinvestment is actually completed within 180 days after the expiration of such 360-day period.
View Source

Examples of Affirmity in a sentence

  • Affirmity will only use Customer Data for the purposes of fulfilling its obligations under the relevant Order Form.

  • Affirmity will maintain and enforce physical and logical security procedures with respect to its access and maintenance of Customer Data contained on Affirmity servers.