Asset Disposals Clause Samples

Asset Disposals. The Company shall not, and shall not permit any Restricted Subsidiary to, either in a single transaction or in a series of transactions, whether related or not and whether voluntarily or involuntarily, sell, transfer, grant or lease or otherwise dispose of or part with possession of all or any part of its properties or assets (“Disposals”, and “Disposed” shall have correlative meaning) other than: (i) Disposals (including the Disposal of inventory, obsolete assets or waste) made in the ordinary course of business of the disposing entity; (ii) Disposals of assets by the Company to any Restricted Subsidiary or by any Restricted Subsidiary to the Company or any other Restricted Subsidiary; (iii) Disposals of cash; (iv) Disposals of any portion of the Headquarters Property effected in connection with the consummation of the Headquarters Transaction; and (v) Any other Disposal (including disposals of stock of Subsidiaries and Disposals by way of merger or consolidation of a Restricted Subsidiary (other than a merger or consolidation with the Company or another Restricted Subsidiary)) of property or assets so long as after giving effect thereto the

Asset Disposals. Without prejudice to Clause 16.16(c) (Further Undertakings) and without limiting the obligation of any member of the Borrower Group to obtain the consent of the Facility Agent pursuant to Clause 16.20 (Notification and Consent), the Borrower shall, not later than 5 Business Days prior to the occurrence of a Disposition or, as the case may be, the anticipated occurrence of the circumstances listed in Clause 7.5A.(a)(ii) below notify the Facility Agent in writing, and, in the case of a Disposition, deliver to the Facility Agent a statement certified by an Approved Officer of the Borrower, in form and detail satisfactory to the Facility Agent, of the amount of the expected Disposition Proceeds and upon completion of the Disposition or occurrence of the circumstances listed in Clause 7.5A.(a)(ii) below, as the case may be, the Borrower shall ensure that any Disposition Proceeds or amounts referred to in Clause 7.5A(a)(ii) below as the case may be are paid into the Prepayment Escrow Account for the purpose of making a Mandatory Prepayment in accordance with Clause 7.5B in an amount equal to: (i) the Disposition Proceeds of each Disposition of any asset occurring outside the ordinary course of its business whether in a single transaction or a series of transactions where the receivable proceeds of such Dispositions in any Financial Year of the Borrower are in aggregate in excess of US$250,000 and such proceeds are not reinvested in the business of the Borrower Group with the prior approval of the Facility Agent within 180 days of such Disposition, less, an amount, calculated by the Borrower to the reasonable satisfaction of the Facility Agent, equal to the aggregate of (x) agreed costs of such member of the Borrower Group directly attributable to the Disposition and (y) reasonable provision for Taxes directly attributable to the Disposition; and (ii) the IRU Cash Revenue whether in a single transaction or a series of transactions by any member of the Borrower Group where such IRU Cash Revenue is in aggregate in excess of US$80,000,000 ( excluding OA & M Cash Revenue) in any Financial Year commencing after 1 April 2004, PROVIDED THAT pending any reinvestment of such proceeds as referred to in paragraph (i) above the Borrower shall ensure that such Disposition Proceeds shall be paid into the Disposition Proceeds Escrow Account and no part of any Disposition Proceeds paid into the Disposition Proceeds Escrow Account shall be withdrawn except either to apply the sam...

Asset Disposals. (a) Subject to clauses 11.4(b) and 11.7 (Restrictions on upstreaming moneys), the Parent shall procure that the Net Proceeds of any disposal of any fixed asset exceeding EUR 80,000 (or its equivalent in other currencies) by a Group Company (other than a disposal permitted by clauses 19.3(a)(i), (ii), (iv), (v), (vi), (viii) or (ix) (Disposals) and other than to the extent that such Net Proceeds, when aggregated with the Net Proceeds of all other such sales made since the Signing Date, do not exceed EUR 17,500,000 (or its equivalent in other currencies)) are applied in prepayment of the Facilities. (b) Net Proceeds need not be so applied if within 360 days after receipt they are reinvested in fixed assets related to the Core Business. (c) All such Net Proceeds which are not applied for the purposes specified in clause 11.4(a) will be applied in prepaying the Facilities on the last day of the Interest Period for the relevant Advances following the expiry of the 360 day period referred to in clause 11.4(b).

Asset Disposals. (a) Subject to Clause 9.9 (Prepayment Escrow Account), the Obligor’s Agent shall ensure that an amount equal to 100% of the amount of the Net Disposal Proceeds of any disposals of any asset by any member of the Group made in accordance with the Disposal Plan or falling within paragraph (i) or (k)(iv) of the definition of Permitted Disposals is applied within 5 Business Days of such member of the Group receiving such Net Disposal Proceeds in repayment of the outstanding Loans in accordance with Clause 9.8 (Application of Prepayments), save that if such Net Disposal Proceeds when added to the aggregate amount of the Term Disposal Facility which has been repaid at that time and the Relevant Debt Relief Amount at such time exceed EUR255,000,000 (or its equivalent) (the amount of such excess being the “Excess Amount”) then in respect of such Excess Amount only the Obligor’s Agent is only obliged to procure that an amount equal to 75% of such Excess Amount is so applied unless if as a result there would still be Term Disposal Facility Loans outstanding, in which case it is obliged to procure that a higher percentage of such Excess Amount is so applied so as to ensure that the Term Disposal Facility is repaid in full. (b) Subject to Clause 9.9 (Prepayment Escrow Account), the Obligor’s Agent shall ensure that an amount equal to 100% of the amount of the Net Disposal Proceeds of any disposal of any asset by any member of the Group, where such a disposal falls within paragraph (n) of the definition of Permitted Disposals or is a disposal pursuant to section 3.3 (Exemption of Certain Transactions) of the BCA which does not fall to be applied under paragraph (a) of this Clause 9.5, is applied promptly upon such member of the Group receiving such amount in repayment of the outstanding Loans in accordance with Clause 9.8 (Application of Prepayments) save that if such Net Disposal Proceeds exceed the aggregate amount of the Term Disposal Facility Loans outstanding at that time (the amount of such excess being the “Excess Amount”) then in respect of such Excess Amount only the Obligor’s Agent is only obliged to procure that an amount equal to 75% of such Excess Amount is so applied. The Obligor’s Agent shall not be obliged to apply such amounts in such repayment if the relevant member of the Group can show to the satisfaction of the Agent (acting reasonably) that the Net Disposal Proceeds, when aggregated with the Net Disposal Proceeds received by members of the Group in...

Asset Disposals. The Borrower shall ensure that it will not sell, lease, assign, transfer, or otherwise dispose of any of its material assets, whether in a single transaction, multiple transactions, or a series of transactions, unless the consent of the Majority Lenders has been obtained.

Asset Disposals. (a) Subject to Clause 11.6(b), the Parent shall (except with the written consent of the Agent such consent not to be unreasonably withheld or delayed) procure that the Net Proceeds of any disposal of any asset by a member of the Group (other than a disposal permitted by Clause 24.4 (Disposals)) to the extent that such Net Proceeds when aggregated with such other Net Proceeds in the previous 12 months exceed $250,000 is applied in prepayment of the Facilities. (b) Net Proceeds need not be so applied if: (i) they are reinvested or applied within 90) days after receipt in assets for use in the business of the Group; and (ii) following receipt and pending reinvestment they are held in a Cash Collateral Account.

Asset Disposals. (a) Subject to clause 12.3(b), Debtco (if it is the Principal Borrower) and Bidco 2 shall procure that the Net Proceeds of any disposal of any asset by a Group Company other than: (i) a disposal permitted by clause 20.3(a)(i), (ii), (iii), (iv), (v), (vi), (vii), (ix), (x) or (xi) (Disposals), or (ii) to the extent that that amount is less than €1,000,000 (or its equivalent in other currencies), or (iii) to the extent that that amount is equal to or greater than €1,000,000 but when aggregated with the Net Proceeds of all other such disposals (other than a disposal referred to in clause 12.3(a)(i) (or (ii))) made in the same Financial Year does not exceed €15,000,000 (or its equivalent in other currencies) is applied in prepayment of the Facilities. (b) Net Proceeds need not be so applied if: (i) within twelve months after receipt they are applied or contracted to be applied (and are (where contracted) so applied within twelve months of the end of the first twelve month period) in the business of a Group Company (and in accordance with clause 20.4(a)(ix) and (x) (Acquisitions) in the case where applied for the purposes of making acquisitions); and (ii) in respect of the Net Proceeds of any individual disposal or series of related disposals in excess of €10,000,000 (or its equivalent in other currencies) immediately following receipt and pending that reinvestment they are held in a Cash Collateral Account (to be released (in whole or in part) upon presentation by Bidco 2 to the Facility Agent of a certificate certifying that all or part (as the case may be) of such monies are required for a purpose set out in clause 12.3(b)(i)).

Asset Disposals. If the Borrower and/or the WCP Borrowers (as appropriate) disposes of an asset (other than: (a) a disposal permitted by Clauses 13.2.8(a), (b) or (c), or (b) disposals permitted by Clauses 13.2.8(d) and (e) up to an aggregate amount of Net Cash Proceeds for all such disposals described in this sub-clause (b) of GBP (Pounds)2,500,000 (or its equivalent) following the date of this Agreement), the Net Cash Proceeds of such disposal shall be applied by the Borrower and/or the WCP Borrowers (as appropriate) as promptly as practicable in prepayment of the outstandings under this Agreement in accordance with Clause 7.3.1 below.

Asset Disposals. Except to the extent the Borrower is relieved of this obligation pursuant to Section 4.2.7, the Borrower shall prepay Loans outstanding in the outstanding principal amount equal to the lesser of (a) the Net Disposal Amount from any Asset Disposal to the extent it is not applied or committed to being applied (and in fact is so applied within the ensuing six (6) months of such commitment being made) to a Property Reinvestment Application within six (6) months after such Asset Disposal and (b) the total outstanding principal amount of all Loans then outstanding. Such prepayment shall be made on the fifth (5th) Business Day after the six (6) month anniversary of such Asset Disposal or, if committed to be reapplied within such six (6) month period, but not reinvested in the immediately following six (6) month period, on the fifth (5th) Business Day after the anniversary of such Asset Disposal.