Disposition Events. If any of the following events (any such event, a “Disposition Event”) occurs:
Disposition Events. Upon the date of receipt of any Net Available Proceeds from any Disposition Event, in an aggregate principal amount equal to 100% of the Net Available Proceeds from such Disposition Event; PROVIDED, HOWEVER, that (i) the Net Available Proceeds from any Disposition Event permitted by Section 9.06(j) or (k) shall in each case not be required to be applied as provided herein on such date if and to the extent that (1) no Default or Event of Default then exists and (2) Borrower delivers an Officers' Certificate to the Administrative Agent on or prior to such date stating that such Net Available Proceeds shall be reinvested in capital assets of Borrower or any Subsidiary in each case within 360 days following the date of such Disposition Event (which certificate shall set forth the estimates of the proceeds to be so expended and) and (ii) all such Net Available Proceeds shall be held in the Collateral Account and released therefrom only in accordance with the terms of the Security Agreement; PROVIDED, FURTHER, HOWEVER, that if all or any portion of such Net Available Proceeds not so applied as provided herein is not so used within such 360 day period, such remaining portion shall be applied on the last day of such period as specified in Section 2.10(b) (it being understood that the foregoing shall in no way affect the obligation of Borrower to obtain the consent of the Majority Lenders if required pursuant to this Agreement).
Disposition Events. Within one Business Day after receipt by any Company of any Net Available Proceeds from any Disposition Event, in an aggregate principal amount equal to 100% of the Net Available/Proceeds from such Disposition Event; provided, however, that
Disposition Events. (a) Notwithstanding any other provision of this Agreement, if a Disposition Event is approved in accordance with the Stockholders Agreement and consummated in accordance with applicable law, at the request of the Partnership (or following such Disposition Event, its successor) or TMHC (or following such Disposition Event, its successor), each of the Limited Partners shall be required to exchange with TMHC, at any time and from time to time after, or simultaneously with, the consummation of such Disposition Event, all of such Limited Partner’s Common Units and shares of Class B Common Stock for aggregate consideration for each Common Unit and corresponding share of Class B Common Stock that is equal to the consideration payable in respect of each share of Class A Common Stock in connection with the Disposition Event, provided, however, that in the event of a Disposition Event intended to qualify as a reorganization within the meaning of Section 368(a) of the Code or as a transfer described in Section 351(a) or Section 721 of the Code, a Limited Partner shall not be required to exchange Common Units or shares of Class B Common Stock pursuant to this Section 3.8(a) unless either (i) TPG Cayman and Oaktree Cayman collectively hold less than 5% of the Common Units and shares of Class B Common Stock that were held by TPG Cayman and Oaktree Cayman immediately prior to the IPO (after giving effect to any unit or stock split, reverse unit or stock split, unit or stock distribution or dividend or similar event) or (ii) as a part of such transaction, the Limited Partners are permitted to exchange their Common Units and shares of Class B Common Stock for securities in a transaction that is expected to permit such exchange without current recognition of gain or loss, for U.S. and non-U.S. tax purposes, for the direct and indirect holders of Common Units and shares of Class B Common Stock (except to the extent that property other than securities is received in such exchange) based on a “should” or “will” level opinion from independent tax counsel of recognized standing and expertise.
Disposition Events. Upon the date of receipt of any Net ------------------ Available Proceeds from any Disposition Event other than Dispositions made pursuant to Section 9.19, in an aggregate principal amount equal to 100% of the Net Available Proceeds from such Disposition Event; provided, however, -------- ------- that (x) the Net Available Proceeds from any Disposition Event permitted by Sections 9.06(g) and 9.06(n) shall not be required to be applied as provided herein on such date if and to the extent that (1) no Default or Event of Default then exists and (2) Borrower delivers an Officer's Certificate to the Administrative Agent on or prior to such date stating that such Net Available Proceeds shall be reinvested in capital assets of Borrower or any Subsidiary in each case within the 365 day period following the date of such Disposition Event (which certificate shall set forth the estimates of the proceeds to be so expended), (y) all such Net Available Proceeds shall be held in the Collateral Account and released therefrom only in accordance with the terms of the Security Agreement, and (z) if all or any portion of such Net Available Proceeds not so applied as provided herein is not so used (or committed to be used pursuant to a binding written agreement) within such 365 day period, such remaining portion shall be applied on the last day of such period as specified in Section 2.10(b) (it being understood that the foregoing shall in no way affect the obligation of Borrower to obtain the consent of the Majority Lenders if required pursuant to this Agreement).
Disposition Events. Within two (2) Business Days after any date on which Disposition Proceeds exceed Cdn$5.0 million, the Canadian Borrower shall give written notice to the Administrative Agent thereof (a ''Disposition Event Offer''), which shall contain and constitute an offer by and on behalf of the Relevant Borrowers to prepay the New Term Facility as specified in Sections 3.7(e) and (f) in an aggregate principal amount equal to the entire amount of such Disposition Proceeds on a date specified in the Disposition Event Offer that is not less than five Business Days and not more than ten Business Days after the date of the Disposition Event Offer. For purposes of this Section 3.8(a):
Disposition Events. Within one Business Day after receipt by Holdings or any Company of any Net Available Proceeds from any Disposition Event under Section 9.06(g), in an aggregate principal amount equal to 100% of the Net Available Proceeds from such Disposition Event (it being understood that applications pursuant to this Section 2.10(a)(iv) shall not be duplicative of Section 2.10(a)(iii) above); PROVIDED, HOWEVER, that
Disposition Events. Within 10 Business Days after receipt by any Company of any Net Available Proceeds from any Disposition Event permitted under Section 9.06(g), in an aggregate principal amount equal to 100% of the Net Available Proceeds from such Disposition Event; provided, however, that
Disposition Events. Subject to Section 2(c), if any of the following events occurs (other than (i) any stock split or combination to which Section 2(g)(1) is applicable or (ii) a liquidation, dissolution, winding up or other transaction to which “Section 5. Liquidation” of the Certificate of Designations is applicable) (any such event, a “Disposition Event”):
Disposition Events. Sovereign hereby represents and warrants that no Disposition Event (as defined in the Notes) has occurred with respect to any Eligible Policy or Underlying ILIT Loan Documents except as set forth on Exhibit H hereto.
