Common use of Asset Disposals Clause in Contracts

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 respect of disposals falling within paragraph (n) of the definition of Permitted Disposals made in the same calendar year, does not exceed EUR10,000,000 or its equivalent. (c) In the case of sub-clause (ii) of paragraph (e) of the definition of Permitted Disposals in Clause 1.1 (Definitions), the Obligor’s Agent shall ensure that an amount equal to the Net Disposal Proceeds referred to therein is, within 5 Business Days of the relevant member of the Group receiving such Net Disposal Proceeds, deposited in a Prepayment Escrow Account and the relevant member of the Group or the Obligor’s Agent shall be entitled, during the 180 or, as appropriate, 360 day period, to withdraw (or, as the case may be, require the Obligor in whose name such Prepayment Escrow Account is held to withdraw) sums from such account only to the extent that it certifies to the Agent (providing any supporting evidence reasonably required by the Agent) that such sums will be reinvested or applied in accordance with the provisions of sub-clause (A) or (B) of paragraph (e)(ii) of the definition of Permitted Disposals in Clause 1.1 (Definitions). (d) Any amounts not reinvested as specified in sub-clause (A) or (B) of paragraph (e)(ii) of the definition of Permitted Disposals in Clause 1.1 (Definitions) during the 180 or, as appropriate, 360 day period specified therein shall (subject to the provisions of Clause 9.9 (Prepayment Escrow Accounts)) thereafter be promptly applied in repayment of the outstanding Loans in accordance with Clause 9.8 (

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 (a“Disposals”, and “Disposed” shall have correlative meaning) 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 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 aggregate Asset Percentage Value of such Disposal, when combined with the Asset Percentage Value of all Disposals pursuant to clause (i) above (excluding inventory, obsolete assets and waste) and all other Disposals pursuant to this clause (v) during the period of four consecutive fiscal quarters of the Company then next ending either (1) shall not exceed 15% (the “Disposal Limit”) or (k)(iv2) to the extent that the Disposal Limit has been or is thereby exceeded by a Disposal, within a period of one year after such Disposal, the Company shall cause an amount (the “Asset Purchase Amount”) equal to the greater of (x) the net sale proceeds received in connection with such Disposal and (y) the book value of the assets which are the subject of such Disposal, to be used for the purchase of similar assets of at least equal value for the Company or any Restricted Subsidiary (a “Qualifying Asset Purchase”). The Company will accumulate and retain unencumbered funds (which may be invested in Investments of the type listed in clauses (iv), (v) and (vi) 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 PrepaymentsRestricted Investments), save that if such Net Disposal Proceeds when added or otherwise have funds available to it from binding commitments (subject to no conditions which 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 equivalentCompany is unable to meet) (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 outstandingfrom responsible financial institutions, 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 respect of disposals falling within paragraph (n) of the definition of Permitted Disposals made in the same calendar year, does not exceed EUR10,000,000 or its equivalent. (c) In the case of sub-clause (ii) of paragraph (e) of the definition of Permitted Disposals in Clause 1.1 (Definitions), the Obligor’s Agent shall ensure that an amount equal to the Net Disposal Proceeds referred Asset Purchase Amount in order to therein is, within 5 Business Days fund each Qualifying Asset Purchase in order to satisfy the foregoing limitations. For purposes of the relevant member foregoing the term “Asset Percentage Value” shall mean, with respect to any Disposal (other than those permitted under clauses (ii), (iii) and (iv) above and the Disposal of inventory, obsolete assets or waste permitted by clause (i) above) the percentage that the book value of the Group receiving property or assets subject to such Net Disposal Proceeds, deposited in a Prepayment Escrow Account and the relevant member represents of Consolidated Total Assets as of the Group end of the fiscal quarter of the Company immediately preceding the date of such Disposal. For purposes of calculating the Disposal Limit, the Asset Percentage Value of any Disposal of property or assets by the Obligor’s Agent shall be entitledCompany or any Restricted Subsidiary to any Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary within the same consecutive four quarter period in which such Disposal was made shall, during the 180 or, as appropriate, 360 day period, to withdraw (or, as the case may be, require the Obligor in whose name such Prepayment Escrow Account is held to withdraw) sums from such account only to the extent that it certifies to such Unrestricted Subsidiary has not subsequently Disposed of such property or asset, be excluded from and after the Agent (providing any supporting evidence reasonably required by the Agent) that date of such sums will be reinvested or applied in accordance with the provisions of sub-clause (A) or (B) of paragraph (e)(ii) of the definition of Permitted Disposals in Clause 1.1 (Definitions)redesignation. (d) Any amounts not reinvested as specified in sub-clause (A) or (B) of paragraph (e)(ii) of the definition of Permitted Disposals in Clause 1.1 (Definitions) during the 180 or, as appropriate, 360 day period specified therein shall (subject to the provisions of Clause 9.9 (Prepayment Escrow Accounts)) thereafter be promptly applied in repayment of the outstanding Loans in accordance with Clause 9.8 (