Mandatory Prepayment of the Loans. Without limiting Section 4.1, each of the Borrowers agrees to make a prepayment with respect to the outstanding Loans and other Obligations as follows:
Mandatory Prepayment of the Loans. (i) The Borrower shall immediately prepay the Loans (A) in whole at 100% of the principal amount then outstanding, plus accrued and unpaid interest thereon through the prepayment date, plus outstanding and unpaid fees and expenses payable to the Lenders under the Loan Documents through the prepayment date, upon the occurrence of any of the following events: (1) any Change of Control; (2) the Disposition (whether in one or more transactions) of 20% or more of the consolidated assets of Borrower and its Subsidiaries; and (3) acceleration of the Loans pursuant to Section 8.2 and (B) in the amount of $2,000,000 with respect to receipt of proceeds under the insurance policy with respect to Xxxx Xxxxx as set forth in Section 6.7(d) (each of the foregoing events, a “Mandatory Prepayment Event”).
Mandatory Prepayment of the Loans. On or within five (5) days after the IPO Date, the Borrower shall prepay in full all of the Indebtedness under the Loan Documents and promptly thereafter cause all of the Liens securing such Indebtedness to be released and terminated.
Mandatory Prepayment of the Loans. (a) Subject to Section 3.4(d), concurrently upon receipt by any of the Loan Parties or any of the Mexican Subsidiaries of cash proceeds (or, in the case of cash proceeds received by any of the Loan Parties or Mexican Subsidiaries in the form of a check, such check shall be deposited into a bank account of the appropriate Loan Party or Mexican Subsidiary within one (1) Business Day of receipt of such check and the collected proceeds of such check shall be applied within one (1) Business Day after collection thereof) of any asset disposition (excluding proceeds of (i) asset dispositions permitted by Section 7.11(iii), except to the extent required under such Section, and (ii) asset dispositions, individually or as part of a series of related transactions, by any one or more of the Mexican Subsidiaries of less than all or substantially all of the assets of the Mexican Subsidiaries taken as a whole) or any sale or issuance of stock or other equity interests of any Loan Party or any Mexican Subsidiary (other than the sale or issuance by the Parent of common stock of the Parent in respect of the exercise of stock options granted under the Stock Option Plan, but only to the extent that after giving effect thereto the aggregate amount of cash received for the common stock sold or issued pursuant to the exercise of all such stock options on and after the date hereof shall not exceed $4,000,000 in the aggregate in any Fiscal Year and $10,000,000 in the aggregate during the term of this Agreement), the Borrowers shall repay or prepay the Loans and other Obligations in an amount equal to all such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by the applicable Loan Party or Mexican Subsidiary in connection therewith (in each case, paid to Persons not known by any Loan Party at the time of such asset disposition or sale or issuance of equity interests to be an Affiliate of a Loan Party), (B) any Taxes arising in connection with such transaction (after taking into account any available Tax credits or deductions arising from such transaction) and the accrual of any payments that would be required to be made pursuant to the Tax Sharing Agreement in connection with such transaction and (C) amounts payable to holders of Liens (to the extent such Liens constitute Permitted Liens hereunder and such Liens are senior to the Agent's Liens), if any, on the assets being ...
Mandatory Prepayment of the Loans. (a) The Co-Borrowers shall make, in addition to the required quarterly principal payments on the Term Loan Facility #1 described in Section 2.02(iii) hereof and the Term Loan Facility #2 described in Section 2.03(iii) hereof, a mandatory prepayment of the Term Loan Facilities on a pro rata basis (except as otherwise provided for in Section 2.06(iii)(b) below):
Mandatory Prepayment of the Loans. Borrower shall promptly pay to Lender 100% of all proceeds from the sale of any assets of Borrower that comprise any part of the Collateral (provided, however, that this provision is subject to Section 7.2 (a) and shall not be deemed to be a consent by Lender to any such sale); except that Borrower shall not be obligated to pay to Lender any such proceeds that are expended, within one hundred twenty (120) days after the sale from which the proceeds arose, to acquire additional assets acceptable to Lender that are added to the Collateral if the discounted present value of the Proved Reserves attributable to such assets, determined in accordance with Section 7.1(f), is at least equal to the proceeds paid to acquire such assets. All proceeds of any such sale, less those excepted pursuant to the preceding sentence, shall be immediately applied to repayment of the Loans and accrued interest thereon in accordance with Section 2.5(b) hereof.
Mandatory Prepayment of the Loans. Borrower shall promptly pay to Lender 100% of all proceeds from the sale of any assets of Borrower that comprise any part of the Collateral (provided, however, that this provision is subject to Section 7.2(a) and shall not be deemed to be a consent by Lender to any such sale); except that Borrower shall not be obligated to pay to Lender any such proceeds from Hydrocarbons sold by Borrower in the ordinary course of business, or proceeds that are expended, within one hundred twenty (120) days after the sale from which the proceeds arose, to acquire additional assets acceptable to Lender that are added to the Collateral if the discounted present value of the Proved Reserves attributable to such assets, determined in accordance with Section 7.1(e), is at least equal to the proceeds paid to acquire such assets. All proceeds of any such sale, less those excepted pursuant to the preceding sentence, shall be immediately applied to repayment of the Loans and accrued interest thereon.
Mandatory Prepayment of the Loans. Borrower shall pay promptly to Lender the Dedication Rate multiplied by all proceeds of sale of any assets of Borrower that comprise any part of the Collateral and not otherwise constituting Gross Receipts and paid into the Cash Collateral Account (provided, however, that this provision is subject to Section 7.2 (a) and shall not be deemed to be a consent by Lender to any such sale). All proceeds of any such sale shall be immediately applied to repayment of the Loans and accrued interest thereon in accordance with Section 2.6(b) hereof.
Mandatory Prepayment of the Loans. The Borrower shall make the following required prepayments of the Loans, each such payment to be made to the Administrative Agent for the benefit of the Lenders within the time period specified below:
Mandatory Prepayment of the Loans. The Borrower shall repay the Loans in whole, together with all accrued interest and, in the case of prepayment pursuant to clause (a) below, Take-Out Premium, if any, thereon, on the first to occur of: (a) a Prepayment Date upon a Change of Control in accordance with Section 2.6, and (b) ______________, 2002 [third anniversary of the Merger]. Whether or not the Loans shall have been paid in full, the Borrower shall pay to the Lenders the Takeout Premium, if any, on the Prepayment Date.
