Common use of Asset Sales and Recovery Events Clause in Contracts

Asset Sales and Recovery Events. Within five (5) Business Days following each date on or after the Effective Time upon which any Domestic Loan Party or any Domestic Subsidiary (other than an Excluded Domestic Subsidiary) receives any Net Cash Proceeds from any Asset Sale or Recovery Event (other than in respect of such Asset Sales or Recovery Events for which the Net Cash Proceeds do not exceed (x) $50,000,000 in respect of any individual Asset Sale or Recovery Event or (y) $75,000,000 in the aggregate during any Fiscal Year for all Asset Sales and Recovery Events that occurred during such Fiscal Year) the Company shall make a mandatory prepayment of the Term Loan in an amount equal to one-hundred percent (100%) of the Net Cash Proceeds therefrom in accordance with the requirements of this Section 6.4.2. Notwithstanding the foregoing, such Net Cash Proceeds shall not be required to be so applied to the extent the Company delivers to the Administrative Agent an officer’s certificate setting forth that portion of such Net Cash Proceeds that such Domestic Loan Party or such Domestic Subsidiary intends to (i) reinvest in the business of the Parent and its Domestic Subsidiaries or (ii) use to repurchase capital stock of the Parent within 12 months of such date of receipt (or a binding commitment to so reinvest such Net Cash Proceeds is entered into within 12 months of such date of receipt), and no prepayment of Term Loans with such Net Cash Proceeds shall be required under this Section 6.4.2 to the extent such Net Cash Proceeds are so reinvested or used to repurchase capital stock within 12 months of such date of receipt (or, if a binding commitment is entered into in accordance with the foregoing, such Net Cash Proceeds are so reinvested or used to repurchase capital stock within 6 months following such 12 month-period); provided, that any portion of such Net Cash Proceeds not actually reinvested or used to repurchase capital stock within such 12 month period (or, if applicable, within 6 months following such 12 month period) shall be used to prepay the Term Loans on or before the expiration of such 12 month period (or, if applicable, such 18 month period); provided further, in the case of the repurchase of common stock of the Parent, (A) such repurchase is not otherwise prohibited hereunder and (B) based on the most recently available quarterly financial statements of the Parent and determined on a pro forma basis after giving effect to such repurchase, the Leverage Ratio shall be less than 3.50:1.00; provided, that any portion of such Net Cash Proceeds subsequently determined to not be applied or not actually applied as set forth in this clause (a) shall be promptly used to prepay the Term Loans.

Asset Sales and Recovery Events. Within five (5) Business Days following each date on or after the Effective Time upon which any Domestic Loan Party or any Domestic Subsidiary (other than an Excluded Domestic Subsidiary) receives any Net Cash Proceeds from any Asset Sale or Recovery Event (other than in respect of such Asset Sales or Recovery Events for which the Net Cash Proceeds do not exceed (x) $50,000,000 in respect of any individual Asset Sale or Recovery Event or (y) $75,000,000 in the aggregate during any Fiscal Year for all Asset Sales and Recovery Events that occurred during such Fiscal Year) the Company shall make a mandatory prepayment of the Term Loan in an amount equal to one-hundred percent (100%) of the Net Cash Proceeds therefrom in accordance with the requirements of this Section 6.4.2. Notwithstanding the foregoing, such Net Cash Proceeds shall not be required to be so applied to the extent the Company delivers to the Administrative Agent an officer’s certificate setting forth that portion of such Net Cash Proceeds that such Domestic Loan Party or such Domestic Subsidiary intends to (i) reinvest in the business of the Parent and its Domestic Subsidiaries or (ii) use to repurchase capital stock of the Parent within 12 months of such date of receipt (or a binding commitment to so reinvest such Net Cash Proceeds is entered into within 12 months of such date of receipt), and no prepayment of Term Loans Loans, with such Net Cash Proceeds shall be required under this Section 6.4.2 to the extent such Net Cash Proceeds are so reinvested or used to repurchase capital stock within 12 months of such date of receipt (or, if a binding commitment is entered into in accordance with the foregoing, such Net Cash Proceeds are so reinvested or used to repurchase capital stock within 6 months following such 12 month-period); provided, that any portion of such Net Cash Proceeds not actually reinvested or used to repurchase capital stock within such 12 month period (or, if applicable, within 6 months following such 12 month period) shall be used to prepay the Term Loans on or before the expiration of such 12 month period (or, if applicable, such 18 month period); provided further, in the case of the repurchase of common stock of the Parent, (A) such repurchase is not otherwise prohibited hereunder and (B) based on the most recently available quarterly financial statements of the Parent and determined on a pro forma basis after giving effect to such repurchase, the Secured Leverage Ratio shall be less than 3.50:1.003.50 to 1.00; provided, that any portion of such Net Cash Proceeds subsequently determined to not be applied or not actually applied as set forth in this clause (a) shall be promptly used to prepay the Term Loans.

Asset Sales and Recovery Events. Within five (5) Business Days following each date on or after the Effective Time upon which any Domestic Loan Party or any Domestic Subsidiary (other than an Excluded Domestic Subsidiary) receives any Net Cash Proceeds from any Asset Sale or Recovery Event (other than in respect of such Asset Sales or Recovery Events for which the Net Cash Proceeds do not exceed (x) $50,000,000 in respect of any individual Asset Sale or Recovery Event or (y) $75,000,000 in the aggregate during any Fiscal Year for all Asset Sales and Recovery Events that occurred during such Fiscal Year) the Company shall make a mandatory prepayment of the Term Loan in an amount equal to one-hundred percent (100%) of the Net Cash Proceeds therefrom in accordance with the requirements of this Section 6.4.2. Notwithstanding the foregoing, such Net Cash Proceeds shall not be required to be so applied to the extent the Company delivers to the Administrative Agent an officer’s certificate setting forth that portion of such Net Cash Proceeds that such Domestic Loan Party or such Domestic Subsidiary intends to (i) reinvest in the business of the Parent and its Domestic Subsidiaries or (ii) use to repurchase capital stock of the Parent within 12 months of such date of receipt (or a binding commitment to so reinvest such Net Cash Proceeds is entered into within 12 months of such date of receipt), and no prepayment of Term Loans with such Net Cash Proceeds shall be required under this Section 6.4.2 to the extent such Net Cash Proceeds are so reinvested or used to repurchase capital stock within 12 months of such date of receipt (or, if a binding commitment is entered into in accordance with the foregoing, such Net Cash Proceeds are so reinvested or used to repurchase capital stock within 6 months following such 12 month-period); provided, that any portion of such Net Cash Proceeds not actually reinvested or used to repurchase capital stock within such 12 month period (or, if applicable, within 6 months following such 12 month period) shall be used to prepay the Term Loans on or before the expiration of such 12 month period (or, if applicable, such 18 month period); provided further, in the case of the repurchase of common stock of the Parent, (A) such repurchase is not otherwise prohibited hereunder and and, (B) based on the most recently available quarterly financial statements of the Parent and determined on a pro forma basis after giving effect to such repurchase, the Secured Leverage Ratio shall be less than 3.50:1.003.50:3.50 to 1.00 and (C) the Elevated Covenant Period shall not then be in effect; provided, that any portion of such Net Cash Proceeds subsequently determined to not be applied or not actually applied as set forth in this clause (a) shall be promptly used to prepay the Term Loans.

Asset Sales and Recovery Events. Within five (5) Business Days following each date on or after the Effective Time upon which any Domestic Loan Party or any Domestic Subsidiary (other than an Excluded Domestic Subsidiary) receives any Net Cash Proceeds from any Asset Sale or Recovery Event (other than in respect of such Asset Sales or Recovery Events for which the Net Cash Proceeds do not exceed (x) $50,000,000 in respect of any individual Asset Sale or Recovery Event or (y) $75,000,000 in the aggregate during any Fiscal Year for all Asset Sales and Recovery Events that occurred during such Fiscal Year) the Company shall make a mandatory prepayment of the Term Loan in an amount equal to one-hundred percent (100%) of the Net Cash Proceeds therefrom in accordance with the requirements of this Section 6.4.2. Notwithstanding the foregoing, such Net Cash Proceeds shall not be required to be so applied to the extent the Company delivers to the Administrative Agent an officer’s certificate setting forth that portion of such Net Cash Proceeds that such Domestic Loan Party or such Domestic Subsidiary intends to (i) reinvest reinvestreinvests in the business of the Parent and its Domestic Subsidiaries or (ii) use useuses the Net Cash Proceeds to repurchase capital stock of the Parent Parent, in each case, within 12 months of such date of receipt (or a binding commitment to so reinvest such Net Cash Proceeds is entered into within 12 months of such date of receipt), and no prepayment of Term Loans Loans, with such Net Cash Proceeds shall be required under this Section 6.4.2 to the extent such Net Cash Proceeds are so reinvested or used to repurchase capital stock within 12 months of such date of receipt (or, if a binding commitment is entered into in accordance with the foregoing, such Net Cash Proceeds are so reinvested or used to repurchase capital stock within 6 months following such 12 month-period); provided, that any portion of such Net Cash Proceeds not actually reinvested or used to repurchase capital stock within such 12 month period (or, if applicable, within 6 months following such 12 month period) shall be used to prepay the Term Loans on or before the expiration of such 12 month period (or, if applicable, such 18 month period); provided further, in the case of the repurchase of common stock of the Parent, (A) such repurchase is not otherwise prohibited hereunder and (B) based on the most recently available quarterly financial statements of the Parent and determined on a pro forma basis after giving effect to such repurchase, the Secured Leverage Ratio shall be less than 3.50:1.003.50 to 1.00; provided, that any portion of such Net Cash Proceeds subsequently determined to not be applied or not actually applied as set forth in this clause (a) shall be promptly used to prepay the Term Loans.