Asset Disposals. Without prejudice to Clause 16.16(c) (Further Undertakings) and without limiting the obligation of any member of the Borrower Group to obtain the consent of the Facility Agent pursuant to Clause 16.20 (Notification and Consent), the Borrower shall, not later than 5 Business Days prior to the occurrence of a Disposition or, as the case may be, the anticipated occurrence of the circumstances listed in Clause 7.5A.(a)(ii) below notify the Facility Agent in writing, and, in the case of a Disposition, deliver to the Facility Agent a statement certified by an Approved Officer of the Borrower, in form and detail satisfactory to the Facility Agent, of the amount of the expected Disposition Proceeds and upon completion of the Disposition or occurrence of the circumstances listed in Clause 7.5A.(a)(ii) below, as the case may be, the Borrower shall ensure that any Disposition Proceeds or amounts referred to in Clause 7.5A(a)(ii) below as the case may be are paid into the Prepayment Escrow Account for the purpose of making a Mandatory Prepayment in accordance with Clause 7.5B in an amount equal to:
Asset Disposals. (a) Neither the Parent Guarantor nor the Primary Guarantor shall sell, or otherwise transfer (in one transaction or a series of transactions), or permit any Subsidiary to sell, or otherwise transfer (in one transaction or a series of transactions), all or substantially all of the assets of the Parent Guarantor and the Subsidiaries or the Primary Guarantor and its subsidiaries, in each case taken as a whole, to any other Person.
Asset Disposals. The Company shall not, and shall not permit any Restricted Subsidiary to, either in a single transaction or in a series of transactions, whether related or not and whether voluntarily or involuntarily, sell, transfer, grant or lease or otherwise dispose of or part with possession of all or any part of its properties or assets (“Disposals”, and “Disposed” shall have correlative meaning) other than:
Asset Disposals. If the Borrower disposes of an asset (other than:-
Asset Disposals. (a) Subject to clauses 11.4(b) and 11.7 (Restrictions on upstreaming moneys), the Parent shall procure that the Net Proceeds of any disposal of any fixed asset exceeding EUR 80,000 (or its equivalent in other currencies) by a Group Company (other than a disposal permitted by clauses 19.3(a)(i), (ii), (iv), (v), (vi), (viii) or (ix) (Disposals) and other than to the extent that such Net Proceeds, when aggregated with the Net Proceeds of all other such sales made since the Signing Date, do not exceed EUR 17,500,000 (or its equivalent in other currencies)) are applied in prepayment of the Facilities.
Asset Disposals. At the end of each Fiscal Quarter, commencing with the Fiscal Quarter ending September 30, 2004, (a "Determination Date") the Borrower shall determine the amount, if any, (the "Asset Disposal Reduction Amount") by which the aggregate Net Asset Disposal Proceeds derived from disposals of Business Assets which took place during the Fiscal Quarter ending six months before the Determination Date exceeded the aggregate amount spent by the Restricted Group on Business Acquisitions acquired from Unrelated Parties plus the Cash Capital Expenditures spent by the Restricted Group during the six (6) month period following each such Business Asset disposal. The Borrower shall promptly notify the Agent that it has made this determination and provide the Agent with full particulars of its computations relative thereto. If the Asset Disposal Reduction Amount exceeds fifty percent (50%) of the Threshold Amount the Total Commitment shall reduce on the fifth (5th) Business Day after the Determination Date by an amount equal to such excess. For the purposes of this Subsection 8.3.1, "Cash Capital Expenditures" means (without duplication) any expenditure paid in cash that is not derived from Indebtedness (other than under this Agreement) that, in conformity with US GAAP, would be required to be classified as a capital expenditure. Cash Capital Expenditures, however, excludes expenditures made in connection with the replacement or restoration of buildings, fixtures or equipment to the extent reimbursed or financed from insurance or expropriation proceeds.
Asset Disposals. (a) Subject to clause 12.3(b), Debtco (if it is the Principal Borrower) and Bidco 2 shall procure that the Net Proceeds of any disposal of any asset by a Group Company other than:
Asset Disposals. (a) The Parent shall procure that an amount equal to the Net Proceeds of a disposal of any asset by a Group Company (other than a disposal permitted by clauses 20.3(a)(i), (iv) and (vii) (Disposals)) (to the extent that the amount when aggregated with the Net Proceeds of all other such disposals made in the same calendar year exceeds (pound)250,000 (or its Sterling Equivalent)), is applied in prepayment of the Facilities (subject to clause 12.4(b).
Asset Disposals. (a) Subject to Clause 11.6(b), the Parent shall (except with the written consent of the Agent such consent not to be unreasonably withheld or delayed) procure that the Net Proceeds of any disposal of any asset by a member of the Group (other than a disposal permitted by Clause 24.4 (Disposals)) to the extent that such Net Proceeds when aggregated with such other Net Proceeds in the previous 12 months exceed $250,000 is applied in prepayment of the Facilities.
Asset Disposals. (a) Subject to Clause 9.9 (Prepayment Escrow Account), the Obligor’s Agent shall ensure that an amount equal to 100% of the amount of the Net Disposal Proceeds of any disposals of any asset by any member of the Group made in accordance with the Disposal Plan or falling within paragraph (i) or (k)(iv) of the definition of Permitted Disposals is applied within 5 Business Days of such member of the Group receiving such Net Disposal Proceeds in repayment of the outstanding Loans in accordance with Clause 9.8 (Application of Prepayments), save that if such Net Disposal Proceeds when added to the aggregate amount of the Term Disposal Facility which has been repaid at that time and the Relevant Debt Relief Amount at such time exceed EUR255,000,000 (or its equivalent) (the amount of such excess being the “Excess Amount”) then in respect of such Excess Amount only the Obligor’s Agent is only obliged to procure that an amount equal to 75% of such Excess Amount is so applied unless if as a result there would still be Term Disposal Facility Loans outstanding, in which case it is obliged to procure that a higher percentage of such Excess Amount is so applied so as to ensure that the Term Disposal Facility is repaid in full.
