Asset Disposition Clause Samples
The Asset Disposition clause governs how and under what conditions a party may sell, transfer, or otherwise dispose of assets covered by the agreement. Typically, it outlines the types of assets subject to the clause, any required consents or notifications, and may set limits on the value or nature of assets that can be disposed of without prior approval. This clause serves to protect the interests of the parties by ensuring that significant assets are not transferred or sold in a way that could undermine the agreement or the value of the business involved.
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Asset Disposition. Upon any adjustments to the Borrowing Base pursuant to Section 6.04(b) in connection with a Disposition, if a Borrowing Base Deficiency exists, then the Borrower shall prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base Deficiency is cured. The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it or any Subsidiary receives cash proceeds as a result of such Disposition; provided that all payments required to be made pursuant to this Section 2.05(b)(ii) must be made on or prior to the Commitment Termination Date.
Asset Disposition. If the Borrower or any of its Subsidiaries (other than a Financing Subsidiary) Disposes of any property which results in the receipt by such Person of Net Cash Proceeds in excess of $2,000,000 in the aggregate since the applicable Commitment Termination Date, the Borrower shall prepay an aggregate principal amount of such Loans owed to such Lender or Lenders equal to 100% of such Net Cash Proceeds no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in Section 2.09(b)).
Asset Disposition. If the Borrower or any other Obligor receives any Net Cash Proceeds in excess of $2,000,000 in the aggregate since the Commitment Termination Date, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds of a Disposition no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in Section 2.09(b)).
Asset Disposition. If the Borrower or any of its Subsidiaries (other than a Financing Subsidiary) Disposes of any property which results in the receipt by such Person of Net Cash Proceeds in excess of $2,000,000 in the aggregate since the Commitment Termination Date, the Borrower shall prepay Loans and/or Cash Collateralize outstanding Letters of Credit in an aggregate principal amount equal to 100% of such Net Cash Proceeds (and the Commitments shall be permanently reduced by such amount of Loans prepaid) no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in Section 2.09(b)).
Asset Disposition. (a) In the event that APIL Partners, Ameritech or any of their respective Affiliates discontinues publication of any of the Directories or Street Address Directories as a result of any sale, exchange, lease, transfer or other disposition of any of the Directories, Street Address Directories or Directory Assets, other than to an Affiliate of APIL Partners or Ameritech, (such event, an "Asset Disposition"), then APIL Partners and Ameritech, on behalf of themselves and their respective Affiliates, will cause to be paid to Donnelley an amount equal to fifty percent (50%) of the proceeds received by APIL Partners, Ameritech or any of their respective Affiliates (the "Ameritech Disposition Party") in connection with such Asset Disposition. The Ameritech Disposition Party causing such Asset Disposition, as defined in this Section 9(a), shall notify Donnelley of the Asset Disposition upon the execution of documents causing such Asset Disposition and provide a copy of such documents to Donnelley within five (5) days of their execution and make such payment to Donnelley within ten (10) days of the closing on such Asset Disposition.
(b) In the event that an Asset Disposition also involves the sale of other assets, then APIL Partners and Ameritech, on behalf of themselves and their respective Affiliates, will cause to be paid to Donnelley an amount equal to fifty percent (50%) of the fair market value of the Directories, Street Address Directories, and Directory Assets included in such Asset Disposition, as determined pursuant to Sections 9(d) and (e).
(c) In the event that APIL Partners, Ameritech or any of their respective Affiliates enters into an agreement with a third party pursuant to which APIL Partners, Ameritech or any of their respective Affiliates agrees to cease publication of one or more Directories or Street Address Directories for a period of 24 months or more, then such agreement shall be deemed to be an "Asset Disposition" of such Directories, Street Address Directories, and the Directory Assets associated therewith and upon cessation of publication thereof, APIL Partners and Ameritech, on behalf of themselves and their respective Affiliates, will cause to be paid to Donnelley an amount equal to fifty percent (50%) of the fair market value of such Directories, Street Address Directories, and the Directory Assets associated therewith, as determined pursuant to Sections 9(d) and (e).
(i) In the event that an Asset Disposition as defined in Sections 9(b)...
Asset Disposition. If the Borrower or any of its Subsidiaries (other than a Financing Subsidiary) Disposes of any property which results in the receipt by such Person of Net Cash Proceeds in excess of $2,000,000 in the aggregate for any single Disposition or series of Dispositions, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds; provided that the Borrower shall not be required to prepay any Loans pursuant to this clause (i) until the aggregate amount of unpaid Net Cash Proceeds required to be paid under this clause (i) equals or exceeds $2,000,000 (either for the first time or at any time since the last prepayment of Loans pursuant to this clause (i)) in which event the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such unpaid Net Cash Proceeds within five (5) Business Days of such date (such prepayments to be applied as set forth in Section 2.09(b)).
Asset Disposition. If the Borrower or any Subsidiary Guarantor Disposes of any property which results in the receipt by such Person of Net Cash Proceeds in excess of $2,000,000 in the aggregate since the Commitment Termination Date, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in Section 2.09(b)).
Asset Disposition. If the Borrower or any of its Subsidiaries (other than a Financing Subsidiary) Disposes of any property which results in the receipt by such Person of Net Cash Proceeds in excess of $2,000,000 in the aggregate since the Commitment Termination Date, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in Section 2.09(b)); provided that if the Loans to be prepaid are Eurocurrency Loans, the Borrower may defer such prepayment until the last day of the Interest Period applicable to such Loans, so long as the Borrower deposits an amount equal to such Net Cash Proceeds, no later than the fifth Business Day following the receipt of such Net Cash Proceeds, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount to the prepayment of the Loans on the last day of such Interest Period; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.
Asset Disposition. RESOLVED, that any Officer of the Company is severally authorized and empowered to approve the disposition or exchange of assets of the Company when the total aggregate value of the disposition or exchange does not exceed the level of the capital and capital like expenditure approval authority granted to the approving Officer.
Asset Disposition. Except as permitted under Section 10.2, the Company will not, and will not permit any of its Subsidiaries, to make any Asset Disposition unless in the good faith opinion of the Company, the Asset Disposition is in exchange for consideration having a Fair Market Value at least equal to the Property exchanged and is in the best interest of the Company and such Subsidiary.