Disposition of Proceeds of Asset Sales Sample Clauses
The "Disposition of Proceeds of Asset Sales" clause defines how the money received from selling company assets must be handled. Typically, this clause outlines whether proceeds should be used to repay outstanding debts, reinvested in the business, or distributed among stakeholders, and may set timelines or conditions for such actions. Its core function is to ensure transparency and proper allocation of funds following asset sales, thereby protecting the interests of creditors or investors and preventing misuse of significant cash inflows.
Disposition of Proceeds of Asset Sales. (a) Alderwoods will not, and will not permit any of its Restricted Subsidiaries (other than Rose Hills Holding Corp., a Delaware corporation, or any Subsidiary thereof) to, make any Asset Sale unless (i) Alderwoods or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (ii) except with respect to assets listed on Schedule 4.12 hereto, at least 75% of such consideration consists of cash or Cash Equivalents. To the extent the Net Cash Proceeds of any Asset Sale are not required to be applied to repay, and permanently reduce the commitments under, the Exit Facility (as required by the terms thereof) or are applied to payment of Two-Year Notes, Five-Year Notes, Seven-Year Notes or Subordinated Notes (or with respect to assets of Rose Hills Holding Corp., a Delaware corporation, or any of its Subsidiaries, to repay Indebtedness under the Rose Hills Credit Agreement or the Rose Hills Indenture), Alderwoods or such Restricted Subsidiary, as the case may be, may, within 270 days of such Asset Sale, apply such Net Cash Proceeds to an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of Alderwoods and its Restricted Subsidiaries as existing on the Measurement Date or in businesses reasonably related thereto ("REPLACEMENT ASSETS"). Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, the Exit Facility or Two-Year Notes, Five-Year Notes, Seven-Year Notes or Subordinated Notes (or with respect to assets of Rose Hills Holding Corp., a Delaware corporation, or any of its Subsidiaries, to repay Indebtedness under the Rose Hills Credit Agreement or the Rose Hills Indenture) nor invested in Replacement Assets within the 270-day period described above exceeding, in the aggregate, $10,000,000 in any fiscal year of Alderwoods constitute "EXCESS PROCEEDS" subject to disposition as provided below.
(b) When the aggregate amount of Excess Proceeds equals or exceeds $10,000,000, Alderwoods shall make an offer to purchase (an "ASSET SALE OFFER"), from all holders of Subordinated Notes, not more than 40 Business Days thereafter, an aggregate principal amount of Subordinated Notes equal to such Excess Proceeds, at a price in cash equal to 100% of t...
Disposition of Proceeds of Asset Sales. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, consummate any Asset Sale unless (i) the consideration received in respect of such Asset Sale is at least equal to the Fair Market Value of the assets subject to such Asset Sale and (ii) at least 75% of the value of the consideration therefrom received by the Company or such Subsidiary is in the form of (A) cash or Cash Equivalents, (B) assets to be owned by and used in the business of the Company or any of its Subsidiaries or (C) the assumption by the Person acquiring the assets in such Asset Sale of Indebtedness of the Company or any of its Subsidiaries with the effect that none of the Company or any of its Subsidiaries will have any obligation with respect to such Indebtedness. The Company or the applicable Subsidiary, as the case may be, will either (x) within 270 calendar days apply the Net Asset Sale Proceeds from such Asset Sale to permanently repay Indebtedness under a Bank Credit Agreement, including a permanent reduction in any related loan commitment thereunder, and, to the extent required, to tender for and repurchase any Existing Notes or (y) commit within 270 calendar days of such Asset Sale to apply the Net Asset Sale Proceeds from such Asset Sale, and within 360 calendar days thereof (the "Reinvestment Date") apply such Net Asset Sale Proceeds, to invest in a Permitted Related Investment or (z) apply any Net Asset Sale Proceeds from any Asset Sale that are not applied pursuant to clause (x) or (y) above (such amounts, "Excess Proceeds") as provided below. When the aggregate amount of Excess Proceeds equals or exceeds (euro)5,000,000, the Company will make an offer to purchase (an "Asset Sale Offer") ratably from all Holders of the Notes and all holders of notes of the Company which rank pari passu with the Notes and which notes require an equivalent asset sale offer (the "Other Notes"), not more than 60 calendar days thereafter (the "Excess Proceeds Payment Date") that portion of outstanding Notes and Other Notes purchasable with such Excess Proceeds, at a price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, thereon to the Excess Proceeds Payment Date. To the extent that the Asset Sale Offer is not fully subscribed, the Company may use the unutilized portion of such Excess Proceeds for general corporate purposes. If the aggregate principal amount, plus accrued and unpaid interest, if any, thereon of ...
Disposition of Proceeds of Asset Sales. The Company shall not, and shall not permit any Restricted Subsidiary or Restricted Affiliate to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary or such Restricted Affiliate, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash or Cash Equivalents; provided that the amount of any liabilities (other than Subordinated Indebtedness or Indebtedness of a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases the Company or such Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability shall be treated as cash for purposes of this Section 10.
Disposition of Proceeds of Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of and (b) at least 85% of such consideration consists of (A) cash or Cash Equivalents, (B) properties and capital assets to be used in a Permitted Business and/or (C) Equity Interests in one or more Persons that are primarily engaged in a Permitted Business so long as upon the consummation of any sale in accordance with this clause (C), such Person becomes a Wholly Owned Restricted Subsidiary; provided, however, that, in the case of sales pursuant to clauses (B) and (C) not involving solely an exchange of a Permitted Business and cash (if any), if the Fair Market Value of the assets sold or otherwise disposed of in a single transaction or series of transactions exceeds $5.0 million, the Company shall be required to obtain the written opinion from an Independent Financial Advisor 108 (and file such opinion with the Trustee) stating that the terms of such Asset Sale are fair, from a financial point of view, to the Company or the Restricted Subsidiary involved in such Asset Sale. The amount of any (i) Indebtedness (other than any Subordinated Indebtedness) of the Company or any Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and the Restricted Subsidiaries are fully released shall be deemed to be cash for purposes of determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries and (ii) notes or other similar obligations received by the Company or the Restricted Subsidiaries from such transferee that are immediately converted, sold or exchanged (or are converted, sold or exchanged within thirty days of the related Asset Sale) by the Company or the Restricted Subsidiaries into cash shall be deemed to be cash, in an amount equal to the net cash proceeds realized upon such conversion, sale or exchange for purposes of determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries. Notwithstanding the foregoing, during the term of the Securities, the Company and the Restricted Subsidiaries may engage in Asset Sales involving $10.0 million or more without complying with clause (b) of the first sentence of this paragraph. Notw...
Disposition of Proceeds of Asset Sales. (a) The Company will not, and will not permit any of its Subsidiaries to, make any Asset Sale unless:
(1) the Company or such Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of; and
(2) at least 70% of such consideration consists of cash or Cash Equivalents.
(b) To the extent the Net Cash Proceeds of any Asset Sale are not applied to repay (including by way of cash collateralization of outstanding letters of credit) borrowings under the Credit Agreement, as then in effect, or to repay or acquire Senior Indebtedness, subject to the conditions described below, the Company or such Subsidiary, as the case may be, may, within fifteen months of such Asset Sale, apply the Net Cash Proceeds from such Asset Sale to an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Subsidiaries existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets");
(c) Any Net Cash Proceeds from any Asset Sale that are not used to repay, borrowings under the Credit Agreement or to repay or acquire Senior Indebtedness or that are not invested in Replacement Assets within the fifteen-month period described above shall constitute "Excess Proceeds" subject to disposition as provided below. If Net Cash Proceeds are used to repay borrowings under the Credit Agreement, then the amount of Net Cash Proceeds so used shall reduce the amount of Indebtedness permitted to be incurred under subclause (B) of clause (4) of the definition of Permitted Indebtedness;
(d) When the aggregate amount of Excess Proceeds equals or exceeds $15,000,000, the Company shall make an offer to purchase (an "Asset Sale Offer") from all Holders of Securities and all holders of other Indebtedness that is either senior or pari passu in right of payment with the Securities and containing provisions substantially similar to those set forth in this Section 4.12 ("Tenderable Indebtedness"), on a day not more than 40 Business Days thereafter (the "Asset Sale Purchase Date"), an aggregate principal amount of Securities and such other Tenderable Indebtedness equal to such Excess Proceeds, at a price in cash equal to (i) in the case of the Securities, 100% of the outstanding principal amount thereof plus accrued and unpaid inte...
Disposition of Proceeds of Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash or Cash Equivalents or properties or assets that will be used in the business of the Company and its Restricted Subsidiaries; provided that the -------- amount of any liabilities (other than Subordinated Indebtedness or Indebtedness of a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases the Company or such Restricted Subsidiary, as the case may be, from further liability shall be treated as cash for purposes of clause (b) above. The Company or the applicable
Disposition of Proceeds of Asset Sales. (a) The Company will not, and will not permit any of its Subsidiaries to, engage in any Asset Sale unless such Asset Sale is for not less than the fair market value of the shares of Capital Stock or assets sold (as determined by the Board of Directors) and the consideration received by the Company or the relevant Subsidiary in respect of such Asset Sale consists of at least 85% cash; provided, however, that (i) the amount of any liabilities of the Company (as shown on the Company's most recent balance sheet or in the notes thereto), or any Subsidiary of the Company (as shown on such Subsidiary's most recent balance sheet or in the notes thereto) that is expressly assumed by the transferee of any such assets, (ii) the amount of any notes or other obligations received by the Company or any such Subsidiary from such transferee that, within 90 days following the closing of such sale or disposition, are converted by the Company or such Subsidiary into cash (to the extent of the cash received), (iii) the fair market value of Oil and Gas Properties or Permitted Business Investments received by the Company or any such Subsidiary from such transferee shall be deemed to be cash for purposes of this provision.
(b) If the Company or any of its Subsidiaries engages in an Asset Sale, the Company shall use the net cash proceeds thereof to repay or repurchase any outstanding indebtedness as required by the terms thereof. If all or a portion of such net cash proceeds is not required to be so
Disposition of Proceeds of Asset Sales. Except as provided for in Section 10.22, the Company will not, and will not permit any of its Subsidiaries to, make any Asset Sale unless
(i) the Company or such Subsidiary, as the case may be, receives consideration (including by way of the purchaser assuming Indebtedness of the Company or any of its Subsidiaries) at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of,
(ii) if the Fair Market Value of such Asset Sale exceeds $25,000,000, at least 75% of such consideration consists of cash (including cash to be received after the date of such sale pursuant to a lease not giving rise to a Capital Lease Obligation), Cash Equivalents or the assumption of Indebtedness of the Company or any of its Subsidiaries by the purchaser, provided that, in the event of a sale by the Company or any of its Subsidiaries of a hotel, the Fair Market Value of which exceeds $25,000,000, at least 75% of such consideration consists of (A) cash (including cash to be received after the date of such sale pursuant to a lease not giving rise to a Capital Lease Obligation), (B) Cash Equivalents, (C) the assumption of Indebtedness of the Company or any of its Subsidiaries by the purchaser or (D) Indebtedness of the purchaser or any Subsidiary of the purchaser secured by a perfected first mortgage on the hotel being sold, and
(iii) no Default or Event of Default exists or would exist after giving effect to such Asset Sale.
Disposition of Proceeds of Asset Sales. The Company shall not, and shall not permit any Restricted Subsidiary or Permitted Joint Venture to, directly or indirectly, consummate any Asset Sale unless:
(a) the Company or the applicable Restricted Subsidiary or Permitted Joint Venture, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of; (b) at least 80% of such consideration received by the Company, the Restricted Subsidiary or Permitted Joint Venture, as the case may be, from such Asset Sale is cash or Cash Equivalents (other than in the case where the Company, a Restricted Subsidiary or a Permitted Joint Venture is exchanging all or substantially all of the assets of one or more geographic service areas operated by the Company, such Restricted Subsidiary or a Permitted Joint Venture (including by way of the transfer of Capital Stock) for all or substantially all the assets (including by way of the transfer of Capital Stock) constituting one or more geographic service areas operated by another Person (each, a "Permitted Exchange"), in which event the foregoing requirement with respect to the receipt of cash or Cash Equivalents shall not apply) and is received at the time of such disposition; and
Disposition of Proceeds of Asset Sales. The Company shall not, and shall not permit any of its Subsidiaries to, make any Asset Sale unless (i) such Asset Sale is for Fair Market Value, (ii) the proceeds therefrom consist of at least 85% in cash and/or Cash Equivalents, (iii) if such Asset Sale involves Collateral it shall be made in compliance with the provisions of Article XI, and (iv) the Company shall commit to apply the Net Cash Proceeds of such Asset Sale within 270 days of receipt thereof, and shall apply such Net Cash Proceeds within 360 days of receipt thereof, as follows: