Additional Assets Clause Samples
The "Additional Assets" clause defines the inclusion of assets beyond those specifically listed or described elsewhere in the agreement. It typically outlines the process or criteria for identifying and transferring such assets, which may include property, equipment, intellectual property, or other resources that are relevant to the transaction but not initially itemized. This clause ensures that all necessary or intended assets are properly conveyed, preventing disputes over omitted items and providing comprehensive coverage for the parties involved.
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Additional Assets. Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Parent Guarantor (or any Restricted Subsidiary) may apply those Net Proceeds at its option to any combination of the following:
(I) to prepay, repay, redeem or repurchase Secured Indebtedness; provided, however, that, in connection with any prepayment, repayment, redemption repurchase of Indebtedness pursuant to this clause (I), the Parent Guarantor or such Restricted Subsidiary will retire such Indebtedness and, in the case of revolving Indebtedness, will cause the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so retired;
(II) to purchase Notes;
(III) purchase or repay on a permanent basis other Indebtedness (excluding (i) any Subordinated Indebtedness and (ii) any Notes or other Indebtedness owed to the Issuer or an Affiliate of the Issuer); provided that the Issuer shall equally and ratably redeem or purchase Notes as described under “—Optional Redemption,” through open market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Offer) to all Holders to purchase the Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid;
(IV) to invest in or acquire Additional Assets; or
(V) to make capital expenditures in respect of the Parent Guarantor’s or its Restricted Subsidiaries’ Permitted Business. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second preceding paragraph will constitute “Excess Proceeds.” If on the 366th day after an Asset Sale the aggregate amount of Excess Proceeds then exceeds $25.0 million, within five days after such date, the Issuer will make an offer (the “Asset Sale Offer”) to all Holders of Notes, and all holders of other Indebtedness that is Pari Passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets, to purchase, prepay or redeem on a pro rata basis (based on principal amounts of Notes and Pari Passu Indebtedness (or, in the case of Pari Passu Indebtedness issued with significant original issue discount, based on the accreted value thereof) tendered) the maximum principal amount of Notes and such other Pari Passu Indebtedness...
Additional Assets. Revenue earned by Seller from the Revenue Sources in connection with additional Assets as listed in Schedule A, if any, will be paid to SongVest and will be calculated on the Percentage Interest on Schedule A.
Additional Assets. Within ten (10) days after receipt of written notice from the Administrative Agent, the Borrower and any Subsidiary Loan Party shall execute such security agreements, collateral assignments, deeds of trust, mortgages, pledge agreements, or similar agreements, and take all such necessary steps (including filings and recordings with appropriate governmental offices), all at the Borrower's expense, as reasonably requested by the Administrative Agent to obtain on behalf of the Lenders a Lien against any presently existing or hereafter acquired material asset of the Borrower and each Subsidiary Loan Party.
Additional Assets. Within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, Parent or such Restricted Subsidiary, as the case may be, shall apply, at its option, directly or indirectly, an amount equal to 100% of the Net Available Cash from such Asset Disposition:
Additional Assets. Following the indefeasible payment in full of all Obligations (as defined in Amendment No. 3, dated September 21, 1999, to the Revolving Credit, Term Loan and Security Agreement, dated as of March 12, 1998, among Seller, the lenders named therein and PNC Bank, National Association, as agent) and the indefeasible payment in full of all obligations of Seller to Albion Alliance Mezzanine Fund, L.P., The Equitable Life Assurance Society of the United States, and Cellu Tissue Holdings, Inc., respectively, and provided that Buyer is not in default of any of its obligations under this Agreement, if there shall be any outstanding trade payables (the "Seller Trade Payables") owed to Buyer by Seller, Buyer shall at any time thereafter have the right, in its sole discretion, to take possession of any current assets or non-current assets of Seller (the "Additional Assets") in satisfaction of the Seller Trade Payables; provided, however, that the aggregate value of the Additional Assets shall not exceed the total amount of Seller Trade Payables.
Additional Assets. Notwithstanding the foregoing, the 75% limitation referred to above shall be deemed satisfied with respect to any Asset Sale in which the cash or Cash Equivalents portion of the consideration received therefrom, determined in accordance with the foregoing provision on an after-tax basis, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation.
Additional Assets. The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Indenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.5, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of any conflict.
Additional Assets. If additional assets or rights forming a part of, used in or intended to be used in, or necessary in the conduct of, the Business, other than Excluded Assets, are identified post-Closing as not having been adequately transferred to the Purchaser, the Sellers shall promptly transfer and assign to the Purchaser such assets or rights without additional consideration.
Additional Assets. Subject to SECTION 2.5, if 124 requires assets other than the Leased Assets to comply with its obligations hereunder, the responsibility for obtaining such assets, which shall not form part of the Leased Assets, shall be that of 124.
Additional Assets. Subject to the terms and conditions of this Lease, on each Acquisition Date for any Other Asset not constituting Equipment and Systems (i) the Lessor shall purchase such Other Asset pursuant to the terms hereof (and subject to the conditions set forth herein) and (ii) the Lessor shall demise and lease to the Lessee hereunder for the Base Term applicable thereto the Lessor's interest in such Other Asset, and the Lessee hereby agrees, expressly for the direct benefit of the Lessor, to lease from the Lessor for such Base Term, the Lessor's interest in such Other Asset.