Proceeds from Sales of Assets. If any Covered Person sells any of its assets in a single transaction or related series of transactions that are not in the ordinary course of business, Reseller shall make a payment to Administrative Agents for the benefit of Lenders in the amount of the gross proceeds therefrom less the sum of (a) (i) all amounts paid to the holders of Indebtedness secured by Permitted Encumbrances that have a first priority security position, (ii) reasonable selling expenses and (iii) the increment in federal, state and local income Taxes, if any, and applicable transfer Taxes, if any, payable as a consequence of such sale. Notwithstanding the foregoing, Reseller need not make such prepayment unless the net proceeds from such sale or sales exceed $2,000,000 in the aggregate in any calendar year, in the aggregate for all Covered Persons, and (b) none of the proceeds from the sale or sales of Reseller’s membership interest in Eyak shall be payable to Administrative Agents as provided above in this Section 6.3.3.1.
Proceeds from Sales of Assets. If any Covered Person sells any of its assets in a single transaction or related series of transactions that are not in the ordinary course of business, Borrower shall make a payment to Administrative Agent for the benefit of the Lenders in the amount of the gross proceeds therefrom less reasonable selling expenses and the increment in federal, state and local income Taxes, if any, and applicable transfer Taxes, if any, payable as a consequence of such sale. Borrower need not make such prepayment, however, unless the net proceeds from such sale or sales exceed $1,000,000 in the aggregate in any calendar year, in the aggregate for all Covered Persons.
Proceeds from Sales of Assets. If Borrower sells any of its assets in a single transaction or related series of transactions that are not in the ordinary course of business, Borrower shall make a prepayment on the Term Loan in the amount of the gross proceeds therefrom less reasonable selling expenses and the increment in federal, state and local income taxes, if any, payable as a consequence of any taxable gain from such sale. If, however, Borrower expends the net proceeds of any such sale of a capital asset within 90 days of completion of the sale for replacement of such asset by another asset of comparable type and utility; and provided that such expenditure will not result in Borrower exceeding the limits for Capital Expenditures set forth in Section 17.1 of this Agreement, then Borrower shall not be required to make such prepayment. Notwithstanding the foregoing, the net proceeds from Lorvic's sale of the Real Property Collateral situated at 8810 Xxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx ("Xorvic Property"), Dental's sale of the Real Property Collateral situated at 2418 Xxxxxxxxx Xxxxxxxxxx, Xxxxxxxx Xxxghts, Missouri ("Maryland Heights Facility") and the redemption of Borrower's interest in that certain Allegheny County, Pennsylvania Airport Revenue Bond, Due 2019, in the original principal amount of $100,000 and that certain Lower Colorado River Authority Texas Revenue Bond, Due 2009, in the original principal amount of $100,000 shall be applied to the Revolving Loan. The Revolving Commitment shall be automatically and permanently reduced by an amount equivalent to the net proceeds arising from the sale of the Lorvic Property. Borrower shall be permitted to finance the sale of its assets by accepting notes for such Indebtedness; provided, however, that such financing from time to time does not exceed $150,000 in the aggregate and that the proceeds of such notes shall be paid to Lender if not expended to replace the asset sold.
Proceeds from Sales of Assets. If, after the Effective Date, Borrower or any Guarantor sells any of its assets in a single transaction or related series of transactions that are not in the ordinary course of business, Borrower shall make a payment to Administrative Agent for the ratable account of Lenders, to be applied to reduce the Aggregate Term Loan, in the aggregate amount of the Net Proceeds from such sale. Borrower need not make such prepayment, however, (i) unless the Net Proceeds from such sale or sales exceed $500,000 in any fiscal year of Borrower, or (ii) from the Net Proceeds of any such sale of a capital asset to the extent such net proceeds are expended by Borrower or such Guarantor, as applicable, within 90 days of completion of the sale for replacement of such asset by another asset of comparable type and utility and such expenditure will not result in Borrower exceeding the limits for Capital Expenditures in Section 17.5. As used in this Section, Net Proceeds means the gross proceeds from such sale or sales less reasonable selling expenses and the increment in federal, state and local income taxes, if any, payable as a consequence of any taxable gain from such sale.
Proceeds from Sales of Assets. If any Covered Person sells any of its assets in a single transaction or related series of transactions that are not in the ordinary course of business or otherwise permitted under this Agreement, Borrower shall make a payment to Administrative Agent for the benefit of the Lenders in the amount of the gross proceeds therefrom less reasonable selling expenses and the increment in federal, state and local income Taxes, if any, and applicable transfer Taxes, if any, payable as a consequence of such sale. Borrower need not make such prepayment, however, unless the net proceeds from such sale or sales exceed $250,000 in the aggregate in any calendar year, in the aggregate for all Covered Persons.
Proceeds from Sales of Assets. If Borrower sells any of its assets in a single transaction or related series of transactions that are not in the ordinary course of business, Borrower shall make a payment to Lender, to be applied to reduce the Revolving Loans, in the aggregate amount of the gross proceeds therefrom less reasonable selling expenses and the increment in federal, state and local income taxes, if any, payable as a consequence of any taxable gain from such sale. Borrower need not make such prepayment from the net proceeds of any such sale of a capital asset to the extent such net proceeds are expended by Borrower within 90 days of completion of the sale for replacement of such asset by another asset of comparable type and utility and such expenditure will not result in Borrower exceeding the limits for Capital Expenditures in Section 16.2.
Proceeds from Sales of Assets. If Borrower sells any of its assets in a single transaction or related series of transactions that are not in the ordinary course of business, Borrower shall make a prepayment to Agent, for the ratable benefit of the Lenders, to be applied in the manner required under Section , in the amount of the gross proceeds therefrom less reasonable selling expenses and the increment in federal, state and local income taxes, if any, payable as a consequence of any taxable gain from such sale. The foregoing shall not apply to (i) the net proceeds from such sale or sales that are less than $75,000 during any Fiscal Year during the term hereof, or (ii) the net proceeds of any such sale of a capital asset if (a) such net proceeds are expended by Borrower within 90 days of completion of the sale for replacement of such asset by another asset of comparable type and utility (Lenders agree that the amount of such net proceeds expended will not be included for the purposes of calculating Capital Expenditures in Section ), (b) such replacement asset is made subject to Lenders' first priority Security Interest and is free and clear of all other Security Interests, and (c) Borrower delivers to Agent written evidence of the use of the proceeds for such purchase, or (iii) the net proceeds of any such sale of assets described in Section 11.5 of the Asset Purchase Agreement which is a part of the Acquisition Documents.
Proceeds from Sales of Assets. If Borrower sells any of its assets in a single transaction or related series of transactions that are not in the ordinary course of business, Borrower shall make a prepayment on the Conversion Term Loans in the amount of the gross proceeds therefrom less reasonable selling expenses and the increment in federal, state and local income taxes, if any, payable as a consequence of any taxable gain from such sale. Borrower need not make such prepayment, however, unless the net proceeds from such sale or sales exceed an amount equal to five percent (5%) of Total Assets of Borrower (calculated prior to giving effect to such sale) in the aggregate in any Fiscal Year.
