Prepayment Disposition definition

Prepayment Disposition. “Sanctioned Person”, “Sanctions” or any definition forming part thereof;

Prepayment Disposition means (i) any Asset Sale, (ii) any other Disposition of the type referred to in clause (b) of the definition of Asset Sale and (iii) any Casualty Event (other than a Casualty Event relating to property or assets which, had they been disposed of immediately prior to the applicable Casualty Event, would not have constituted an “Asset Sale”).

Prepayment Disposition means any Disposition described in clauses (c), (d) and (h) of the definition of “Permitted Disposition”.

Examples of Prepayment Disposition in a sentence

• The Borrower shall promptly (and not later than the date of receipt thereof) notify the Administrative Agent of the receipt by the Borrower or, as applicable, any Subsidiary, of such Net Cash Proceeds from any such Equity Issuance, Debt Issuance or Prepayment Disposition, and such notice shall be accompanied by a reasonably detailed calculation of such Net Cash Proceeds.

• To the extent Net Proceeds of any Prepayment Disposition are received by a Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary, Net Proceeds of such Prepayment Disposition shall be deemed to be an amount equal to the gross Net Proceeds of such Prepayment Disposition, multiplied by a fraction equal to Borrower’s percentage of ownership of the economic interests in the Equity Interests of the Restricted Subsidiary.

• The Borrower shall, within five Banking Days of the occurrence of a Prepayment Disposition, prepay outstanding credit under the Credit Facility in an amount equal to 100% of the Applicable Prepayment Amount.

• To the extent Net Proceeds of any Prepayment Disposition are received by a Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary, Net Proceeds of such Prepayment Disposition shall be deemed to be an amount equal to the gross Net Proceeds of such Prepayment Disposition, multiplied by a fraction equal to Borrower’s percentage of ownership of the economic interests in the equity interests of the Restricted Subsidiary.

• To the extent the amount of relevant Net Cash Proceeds to be applied pursuant to Section 2.05(b)(ii) exceeds the amount necessary to repay all outstanding Revolving Loans and other Prepayable Indebtedness at the time of the relevant Prepayment Disposition Event or Involuntary Prepayment Disposition Event, as the case may be, the Borrower may retain such excess amount without further obligation under this Section 2.05.

More Definitions of Prepayment Disposition

Prepayment Disposition means (i) any Asset Sale, (ii) any other disposition of the type referred to in clause (b) of the definition of Asset Sale and (iii) any Casualty Event (other than a Casualty Event relating to property or assets which, had they been disposed of immediately prior to the applicable Casualty Event, would not have constituted an “Asset Sale”).

Prepayment Disposition means any Disposition made under Section 6.03(a)(iv)(E) or any Sale and Leaseback Transaction made under Section 6.10.

Prepayment Disposition means any DISPOSITION by the BORROWER or any of the BORROWER’S SUBSIDIARIES other than DISPOSITIONS: (a) of INVENTORY or other assets of the BORROWER or its SUBSIDIARIES or the licensing of INTELLECTUAL PROPERTY by the BORROWER or its SUBSIDIARIES, in each case in the ordinary course of business; (b) of obsolete or worn-out property, tools or equipment, or property, tools or equipment no longer used or useful in the business of the BORROWER or any of its SUBSIDIARIES; or (c) to a SUBSIDIARY of the BORROWER or to the BORROWER.

Prepayment Disposition means the sale, transfer, license, lease or other disposition of any Property by the Borrower or any Subsidiary (including the Capital Stock of any Subsidiary) after the Effective Date, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith, but excluding (i) the sale, lease, license, transfer or other disposition of assets in the ordinary course of business of the Borrower and its Subsidiaries, including, without limitation, any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith for collection in an aggregate amount not to exceed $100,000,000 during the term of this Agreement, (ii) any sale, lease, license, transfer or other disposition of Property by the Borrower or any Subsidiary to the Borrower or any Subsidiary, (iii) sales of Margin Stock for fair value as determined in good faith by the board of directors of the Borrower and (iv) asset sales and other dispositions (including Equity Issuances by the Borrower’s Subsidiaries), the proceeds of which do not exceed $25,000,000 in any single transaction or related series of transactions or $50,000,000 in the aggregate). Notwithstanding the foregoing, any “Disposition” (as defined in the Note Purchase Agreement) that would result in a requirement to repurchase, or make an offer to repurchase, Indebtedness as required by Section 10.5(2) of the Note Purchase Agreements shall be deemed to constitute a Prepayment Disposition.

Prepayment Disposition means any Disposition by the Borrower or any of its Subsidiaries after the date hereof of any Property (including without limitation Dispositions of capital stock of any Subsidiary or other Person and the issuance of capital stock by any Subsidiary) other than (a) Dispositions among the Borrower or any of its Subsidiaries or an issuance or sale of capital stock by a Subsidiary of the Borrower to the Borrower or to another Subsidiary of the Borrower, (b) Dispositions of obsolete or unused assets or Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property, (c) Dispositions in the ordinary course of business, including, without limitation, sales of crude oil, natural gas and other petroleum hydrocarbons and the sale or exchange of interests in oil and gas leases, in each case, in the ordinary course of business, (d) rig sale and leasebacks in accordance with past practices and (e) other Dispositions not referred to in clauses (a) through (d) of Property with a fair market value for all such Dispositions after the Closing Date not to exceed $100,000,000.

Prepayment Disposition means any Disposition made under Section 6.03(a)(iv)(E) or any Sale and Leaseback Transaction made under Section 6.10. “Prime Rate” means the rate of interest per annum determined from time to time by Credit Suisse AG as its prime rate in effect at its principal office in New York City and notified to the Borrower. The prime rate is a rate set by Credit Suisse AG based upon various factors including Credit Suisse AG’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such rate. “Private Lender” means any Lender that is not a Public Lender. “Pro Forma Basis” means, with respect to any event, that the Borrower is in compliance on a Pro Forma Basis with the applicable covenant, calculation or requirement herein recomputed as if the event with respect to which compliance on a Pro Forma Basis is being tested had occurred on the first day of the four fiscal quarter period most recently ended on or prior to such date for which financial statements have been delivered pursuant to Section 5.01. “PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time. “Public Lender” means a Lender that has personnel who do not wish to receive material non-public information with respect to the Borrower and its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. 33 #92274486v19

Prepayment Disposition means any Disposition made under Section 6.03(a)(viii).