Dispositions and Casualty Events Sample Clauses

Dispositions and Casualty Events. If any Consolidated Company Disposes of any property (other than any Dispositions permitted pursuant to Section 7.05(a) (to the extent the aggregate Net Cash Proceeds thereof do not exceed $1,000,000), (b), (c), (d), (e), (f), (g), (i)(ii), (i)(iii) or (i)(iv)), suffers any casualty event or receives any business interruption insurance proceeds, in any event which results in the realization by such Consolidated Company of Net Cash Proceeds in excess of $1,000,000 in any fiscal year (in the aggregate for all such Dispositions), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds received by such Consolidated Company within five Business Days of receipt thereof (such prepayments to be applied as set forth in clause (iv) below); provided, however, that, (A) with respect to any Net Cash Proceeds realized by such Consolidated Company (other than any business interruption insurance proceeds), so long as no Event of Default shall have occurred and be continuing, such Consolidated Company may reinvest all or any portion of such Net Cash Proceeds in operating assets (and transaction expenses associated with the acquisition thereof), so long as within 270 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated or such reinvestment is subject to a binding written agreement with a third party which is not an Affiliate of the Borrower which agreement was entered into during such 270-day time period and which reinvestment is consummated within 120 days after such 270-day period expires (as certified by the Borrower in writing to the Administrative Agent upon request of any Lender); and (B) any Net Cash Proceeds received by such Consolidated Company not so reinvested shall thereafter be promptly applied to the prepayment of the Loans as set forth in this clause (i).
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Dispositions and Casualty Events. (A) If (1)(x) the Borrower or any of the Restricted Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d), (e) (other than Section 7.05(e)(iii)), (f), (g), (j), (l), (n) and (o)) or (y) any Casualty Event occurs which results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds and (2) the Senior Secured First-Lien Net Leverage Ratio for the Test Period immediately preceding such Disposition or Casualty Event is equal to greater than 4.0:1.0 (calculated on a Pro Forma Basis), the Borrower shall offer to prepay on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds, subject to clauses (v), (vi) and (vii) of this Section 2.05(b), an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Disposition Prepayment Percentage”) of all Net Cash Proceeds realized or received; provided that (x) the Disposition Prepayment Percentage shall be 50% if the Senior Secured First-Lien Net Leverage Ratio for the Test Period immediately preceding such Disposition or Casualty Event was less than 4.0:1.0 and greater than or equal to 3.5:1.0 and (y) the Disposition Prepayment Percentage shall be 0% if the Senior Secured First-Lien Net Leverage Ratio for the Test Period immediately preceding such Disposition or Casualty Event was less than 3.5:1.0; provided further that no prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may be provided only if no Event of Default has occurred and is then continuing);
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Dispositions and Casualty Events. (A) If (x) Holdings or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets by Holdings or any of its Restricted Subsidiaries permitted by Section 7.05(a), (b), (c), (d), (e), (f), (g), (h), (i), (j), (k), (l), (p), (q), (r), (s), (t), (v), (w), (x), (y) or (z)) or (y) any Casualty Event occurs, and any transaction or series of related transactions described in the foregoing clauses (x) and (y) results in the realization or receipt by the Borrower and its Restricted Subsidiaries of Net Cash Proceeds in excess of (1) $2,500,000 in any such transaction or series of related transactions or (2) $5,000,000 in the aggregate for such transactions in any fiscal year, the Borrower shall, except to the extent the Borrower elects to reinvest all or a portion of such Net Cash Proceeds in accordance with clause (B) below, subject to Section 2.05(c), prepay an aggregate principal amount of Term Loans in an amount equal to 100% of all such Net Cash Proceeds within five (5) Business Days of receipt thereof by the Borrower or such Restricted Subsidiary.
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Dispositions and Casualty Events. In the event of any Disposition pursuant to Section 8.2.7(j), (l) or (m) [Dispositions] or any Casualty Event which results in the receipt by the Borrower or any Restricted Subsidiary of any Net Cash Proceeds, the Borrower shall within five (5) Business Days following the receipt by the Borrower or a Restricted Subsidiary of such Net Cash Proceeds apply an amount equal to 100% of such Net Cash Proceeds of any Disposition by or Casualty Event of a Loan Party; provided that, as long as no Potential Default or Event of Default has occurred and is continuing at such time, with respect to any such Net Cash Proceeds, at the election of the Borrower, the applicable Loan Party or any non-wholly owned Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds within twelve (12) months of receipt of such Net Cash Proceeds in assets (other than cash, Temporary Cash Investments and current assets (except for current assets acquired as part of a business)) held and to be used in the Permitted Business of the Loan Parties; provided further that if any portion of such Net Cash Proceeds are not so used prior to the expiration of such 12-month period, such portion shall thereupon be immediately applied to the prepayment of the Loans as set forth in Section 5.6.4(e) [Application of Payments] below. Notwithstanding the foregoing, the requirements of this Section 5.6.4(c) shall not apply with respect to an aggregate of $10,000,000 of Net Cash Proceeds from Dispositions pursuant to Section 8.2.7(j), (l) or (m) [Dispositions] and Casualty Events occurring in the same fiscal year.
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Dispositions and Casualty Events. (i) Subject to the Orders and Section 2.05(e), if the Borrower and its Restricted Subsidiaries have received cumulative Net Proceeds from one or more Dispositions under Section 6.07(d) or Casualty Events in an aggregate amount in excess of $2,000,000, not later than the fifth (5th) Business Day following the date of receipt of any Net Proceeds in excess of such amount, an amount equal to 100% of the Net Proceeds then received in excess of such amount shall be applied as a mandatory prepayment of the New Money Loans in accordance with Section 2.05(a)(ii).
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Dispositions and Casualty Events. (i) If, at any time or from time to time, the Borrower or any of its Subsidiaries shall receive Net Proceeds from any Disposition (other than any Disposition permitted under clauses (i), (ii), (iv), (v), (vii) or (viii) of Section 8.05(c) hereof), the Borrower shall, within 365 days after receipt of such Net Proceeds (subject to the proviso below, if such proceeds have not been applied by such 365th day, then on such 365th day) unless the Borrower shall have used all or a portion of such proceeds for a Permitted Usage, apply or cause to be applied to the prepayment of principal of the Tranche A Term Loans and Incremental Term Loans in an amount equal to the lesser of (i) the amount of such Net Proceeds or (ii) the amount thereof remaining after application to such Permitted Usage, in each case in the manner and to the extent specified in paragraph (d) of this CREDIT AGREEMENT
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Dispositions and Casualty Events. Without limiting the obligation of the Borrower under Section 7.3 to obtain the consent of the Required Lenders to any Disposition not otherwise permitted hereunder, the Borrower agrees (A) two Business Days prior to the occurrence of any Disposition by any Credit Party or any other member of the Parent Group and within a reasonable time after the occurrence of any Casualty Event affecting any Credit Party or any other member of the Parent Group, to deliver to the Agent (in sufficient copies for each Lender) a statement, certified by an Authorized Officer of the Borrower and in reasonable detail, of the estimated amount of the Net Cash Proceeds of such Disposition or Insurance Proceeds from such Casualty Event and (B) to prepay the Notes in an aggregate amount equal to 100% of the Net Cash Proceeds of any such Disposition and 100% of the Insurance Proceeds of any such Casualty Event, as and when such Net Cash Proceeds or Insurance Proceeds are received, except any such Net Cash Proceeds or Insurance Proceeds that are (i) received by any member of the PM&C Group and (ii) either (x) applied to the mandatory prepayment (without right to reborrow) of Indebtedness outstanding under the PM&C Credit Agreement or (in the case of a Casualty Event) Indebtedness secured by a Permitted Lien on the affected property or (y) permitted, under the terms of all indentures and agreements governing any outstanding indebtedness of any member of the Parent Group, to be reinvested in assets used in the business and so reinvested within the time permitted by such indentures and agreements.
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Dispositions and Casualty Events. (i) If, at any time or from time to time, the Borrower or any of its Subsidiaries shall receive Net Proceeds from any Disposition permitted under clause (iii) of Section 8.05(c) hereof or otherwise not permitted under Section 8.05(c) hereof or from any sale-leaseback transaction permitted under Section 8.14 hereof, the Borrower shall, within ten Business Days after such receipt, apply, or cause to be applied, an amount equal to the Net Proceeds of such Disposition or sale-leaseback transaction to prepay principal of the Tranche A Term Loans and the Incremental Term Loans, in each case in the manner and to the extent specified in paragraph (d) of this Section 2.09.
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Dispositions and Casualty Events. (A) If (x) Holdings or any Restricted Subsidiary Disposes of any Collateral pursuant to Section 7.05(o) (excluding, if any Permitted ABL Indebtedness is outstanding, any ABL Priority Collateral (as defined in the Permitted ABL Intercreditor Agreement)) or (y) any Casualty Event occurs with respect to Collateral, and any transaction or series of related transactions described in the foregoing clauses (x) and (y) results in the realization or receipt by the Borrower and its Restricted Subsidiaries of Net Cash Proceeds in excess of the greater of (x) $22.0 million and (y) 17.5% of Consolidated EBITDA of the Borrower for the most recently ended Test Period in any such transaction or series of related transactions, the Borrower shall, except to the extent the Borrower elects to reinvest all or a portion of such Net Cash Proceeds in accordance with clause (B) below, subject to Section 2.05(c), prepay an aggregate principal amount of Term Loans in an
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Related to Dispositions and Casualty Events

  • Casualty Events Not later than ten (10) Business Days following the receipt of any Net Cash Proceeds from a Casualty Event by any Group Member, the Borrower shall apply an amount equal to 100% of such Net Cash Proceeds to make prepayments in accordance with Section 2.10(h) and (i); provided that

  • Notice of Casualty Events Prompt written notice, and in any event within three Business Days, of the occurrence of any Casualty Event or the commencement of any action or proceeding that could reasonably be expected to result in a Casualty Event.

  • Dispositions and Involuntary Dispositions The Issuer shall promptly (and, in any event, within three (3) Business Days) upon the receipt by any Note Party or any Subsidiary of the Net Cash Proceeds of any Disposition or Involuntary Disposition (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do not exceed (x) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition or (y) on or after the Combination Closing Date, (i) within twelve months following receipt of such Net Cash Proceeds or (ii) if the Issuer or any Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would be required, the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (to the extent required by the NPA) with any portion of such Net Cash Proceeds, then the Issuer may apply such portion of the Net Cash Proceeds on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) below.

  • Asset Sales (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

  • No Dispositions Except for the transfer of assets in the ordinary course of business consistent with prior practice, no party shall sell, lease, encumber or otherwise dispose of, or agree to sell, lease, encumber or otherwise dispose of, any of its assets, which are material, individually or in the aggregate, to such party.

  • Casualty, Etc Neither the businesses nor the properties of any Loan Party or any of its Subsidiaries are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

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