Designated Asset Sales means those proposed asset sales of the Company set forth on Schedule 1.01(b).
Designated Asset Sales means sales of inventory or equipment which is worthless or obsolete or no longer necessary or useful to the proper conduct of the Borrower’s or any of its Subsidiaries’ business, so long as the aggregate consideration received in respect of all such sales made in any Fiscal Year does not exceed $10,000,000.
Designated Asset Sales means Asset Sales of business units or product lines and related assets (other than the Electronics Components Business Unit), in each case substantially as an entirety, which are designated as “Designated Asset Sales,” pursuant to an Officer’s Certificate executed by the principal financial officer of the Company on the date of sale, the net proceeds of which shall be permitted to be used to redeem the Notes in accordance with Section 3.07 hereof or to make Restricted Payments set forth in clause (17) of Section 4.07(b) hereof; provided, however, (i) that after giving pro forma effect to any such Designated Asset Sale and the application of such net proceeds, the Company’s Consolidated Senior Credit Facilities Debt Ratio would be less than or equal to (x) the Company’s Consolidated Senior Credit Facilities Debt Ratio immediately prior to such asset sale and (y) 1.5 to 1.0, (ii) after giving pro forma effect to any such Designated Asset Sale and the application of such net proceeds, the Company’s Consolidated Total Leverage Ratio shall be less than or equal to (x) the Company’s Consolidated Total Leverage Ratio immediately prior to such asset sale and (y) 3.0 to 1.0, and (iii) at the time of such Designated Asset Sale, at least $250.0 million of outstanding term Indebtedness under the Senior Credit Facilities outstanding on the Issue Date or subsequent to the Issue Date pursuant to the Tranche B-2 Term Loan Commitment (as defined in the Senior Credit Facilities as in effect on the Issue Date) shall have been repaid since the Issue Date; provided further, however, that the Company will not be required to satisfy the conditions under clause (2) of Section 4.10(a) hereof if the Company intends in good faith at the time such Designated Asset Sale is consummated, as evidenced in the Officer’s Certificate, to use any non-cash consideration in excess of the amount otherwise permitted by the provisions of such clause (2) to make Restricted Payments pursuant to clause (17) of Section 4.07(b) hereof.
Examples of Designated Asset Sales in a sentence
The Borrower shall prepay the Term Loans held by the Lenders electing to receive a prepayment of the Term Loans from the proceeds of any sale or disposition by the Borrower or such Subsidiary of any of the Collateral (excluding (i) sales of inventory in the ordinary course of business, (ii) Designated Asset Sales and (iii) sales or dispositions among the Borrower and its Subsidiaries), to the extent required under this Section 2.12(a).
The Debtors and the First Lien Trustee acknowledge that (i) the Debtors provided notice in the Interim Order of their intent to seek authorization to apply the Designated Asset Sales Proceeds to pay principal under the First Lien Indenture and (ii) they presently dispute the extent, if any, that the First Lien Trustee would have an allowable claim for a make whole premium in connection with any such payment.
More Definitions of Designated Asset Sales
Designated Asset Sales means those assets described in Schedule 1.01(a) that may be sold in accordance with Section 6.05(i).
Designated Asset Sales means Asset Sales of the Controls Business substantially as an entirety, which are designated as “Designated Asset Sales,” pursuant to an Officers’ Certificate delivered to the Trustee on the date of sale provided, however, that the Company shall apply the Net Proceeds of any Designated Asset Sale, (x) first, to repay Secured Indebtedness, but only to the extent necessary, to ensure that after giving pro forma effect to such Designated Asset Sale and the application of such Net Proceeds, the Company’s Gross Secured Indebtedness Leverage Ratio would be no greater than the Company’s Gross Secured Indebtedness Leverage Ratio immediately prior to such Designated Asset Sale, (y) second, to redeem the Notes in aggregate principal amounts on a pro rata basis based on outstanding principal amounts thereof as of the end of the Company’s most recently concluded fiscal quarter for which a balance sheet is available, in each case in accordance with Section 3.07(a) in amounts sufficient to ensure that, after giving pro forma effect to such Designated Asset Sale and the application of such Net Proceeds, the Company’s Consolidated Leverage Ratio would be no greater than the Company’s Consolidated Leverage Ratio immediately prior to such Designated Asset Sale, provided further that, if the terms of Section 3.07(a) will not allow the Company to redeem the Notes in amounts sufficient to satisfy this clause (y), then the Company shall be permitted to repay any other Indebtedness in amounts sufficient to satisfy this clause (y) and (z) thereafter, in any other manner otherwise permitted under this Indenture, including without limitation, to make a Restricted Payment pursuant to Section 4.07(c)(xvi).
Designated Asset Sales means Asset Sales of the Controls Business substantially as an entirety, which are designated as “Designated Asset Sales,” pursuant to an Officer’s Certificate executed by the principal executive or financial officer of, or any other duly authorized Person performing a similar function on behalf of, the Company on the date of sale provided, however, that the Company shall apply the Net Proceeds of any Designated Asset Sale, (x) first, to repay Secured Indebtedness, but only to the extent necessary, to ensure that after giving pro forma effect to such Designated Asset Sale and the application of such Net Proceeds, the Company’s Secured Indebtedness Leverage Ratio would be no greater than the Company’s Secured Indebtedness Leverage Ratio immediately prior to such Designated Asset Sale, (y) second, to redeem the Senior Notes, the Senior Subordinated Notes and the Notes, in aggregate principal amounts on a pro rata basis based on outstanding principal amounts thereof as of the end of the Company’s most recently concluded fiscal quarter for which a balance sheet is available, in the case of the Notes in accordance with Section 3.07 in amounts sufficient to ensure that, after giving pro forma effect to such Designated Asset Sale and the application of such Net Proceeds, the Company’s Consolidated Leverage Ratio would be no greater than the Company’s Consolidated Leverage Ratio immediately prior to such Designated Asset Sale, provided further that, if the terms of Section 3.07 will not allow the Company to redeem the Notes in amounts sufficient to satisfy this clause (y), then the Company shall be permitted to repay any other Indebtedness in amounts sufficient to satisfy this clause (y) and (z) thereafter, in any other manner otherwise permitted under the Indenture, including without limitation, to make a Restricted Payment pursuant to Section 4.07(c)(xvi).
Designated Asset Sales means asset sales, if any, ---------------------- identified to the Lenders prior to the date hereof in a writing specifically referring to Section 5.02(d) of this Agreement.
Designated Asset Sales means those assets described in Schedule 1.01(a) that may be sold in accordance with Section 6.05(i). “Disclosed Matters” means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.
Designated Asset Sales means the sale of any or all of the assets and Capital Stock identified on Schedule 2 attached to Amendment No. 8.' "
Designated Asset Sales means the First PennUnion Sale, the PIC Sale, the United Life Sale, the Kivex Sale and any Other Designated Asset Sale.