Prepayment Events Clause Samples

Prepayment Events. The Borrower shall make Prepayments under this Subsection 3.2(a)(2) upon the receipt of Net Proceeds in respect of any Prepayment Event in an amount equal to such Net Proceeds; provided, however, that in the case of a Prepayment Event consisting of a casualty or other insured damage, the Borrower shall not be subject to such prepayment obligation if no Default or Event of Default has occurred and is continuing and (i) if the property that was the subject of such casualty or damage is subject to a Lien permitted under paragraph (l) of the definition of "Permitted Liens" and the Person secured by such Lien is named as the loss payee of the insurance proceeds payable with respect to such casualty or damage, or (ii) if within the period of thirty (30) days following the receipt of such Net Proceeds the Borrower (A) notifies the Administrative Agent that it intends to reinvest such Net Proceeds within the six (6) months thereafter in the payment of the costs of repairing, restoring, rebuilding or replacing the portion of the property that was the subject of such casualty or damage; and (B) certifies that such repair, restoration, rebuilding or replacement will be completed within a period of six (6) months from the occurrence of the relevant casualty event; and provided further, that if the Net Proceeds from such a casualty event or damage exceed five million Dollars (US$5,000,000), the full amount thereof, shall be paid to the Collateral Agent to be held by the Collateral Agent in the Net Proceeds Account and shall be released by the Collateral Agent to or at the direction of the Borrower as and when required for payment of such costs of repair, restoration, rebuilding or replacement.

Prepayment Events. (i) On each occasion that an Asset Sale Prepayment Event or a Recovery Prepayment Event occurs, the Borrower shall, within ten Business Days after the receipt of Net Cash Proceeds of such Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within three Business Days after the Deferred Net Cash Proceeds Payment Date), prepay (or cause to be prepaid) (subject to Section 11.11 when applicable), in accordance with clauses (c) and (d) below, Term Loans with a principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that the percentage in this Section 5.2(a)(i) shall be reduced to (A) 50% if the Consolidated First Lien Net Leverage Ratio on the date of such prepayment is less than or equal to 2.80 to 1.00 but greater than 2.30 to 1.00 and (B) 0% if the Consolidated First Lien Net Leverage Ratio on the date of such prepayment is less than or equal to 2.30 to 1.00; provided, further, that the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase any Indebtedness (and with such prepaid or repurchased Indebtedness permanently extinguished) to the extent such Indebtedness is secured with a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans to the extent such Indebtedness requires the issuer to prepay or make an offer to purchase or prepay such Indebtedness with the proceeds of such Prepayment Event, in each case in an amount not to exceed the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of such Indebtedness and with respect to which such a requirement to prepay or make an offer to purchase or prepay exists and the denominator of which is the sum of the outstanding principal amount of such Indebtedness and the outstanding principal amount of the Term Loans (it being understood that to the extent the holders of such Indebtedness decline to have such Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof); provided, further, that (i) no prepayment shall be required pursuant to this Section 5.2(a)(i) in the case of any Asset Sale Prepayment Event or Recovery Prepayment Event yielding Net Cash Proceeds of less than $5,000,000 in the aggregate and (ii) unless and until the amount at any time of Net Cash Proce...

Prepayment Events. (A) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Company or any Restricted Subsidiary in respect of any Prepayment Event following the Closing Date, the Company shall, within two Business Days following the day such Net Cash Proceeds are received (or, in the case of a Prepayment Event described in clauses (a) or (b) of the definition of the term “Prepayment Event,” within five Business Days after such Net Cash Proceeds are received), prepay Advances under the Term Facilities in an amount equal to 100.0% of such Net Cash Proceeds; provided that, in the case of any event described in clauses (a) or (b) of the definition of the term “Prepayment Event,” if the Company shall, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an authorized officer of the Company to the effect that the Company intends to cause the Net Cash Proceeds from such event (or a portion thereof specified in such certificate) to be applied within 365 days after receipt of such Net Cash Proceeds to acquire assets to be used in the business of the Company or the Restricted Subsidiaries, or to consummate any Permitted Acquisition (or any other acquisition of all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of) any Person) permitted hereunder, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Cash Proceeds from such event (or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except to the extent of any such Net Cash Proceeds that have not been so applied by the end of such 365-day period (or within a period of 180 days thereafter if by the end of such initial 365-day period the Company or one or more Restricted Subsidiaries shall have entered into an agreement with a third party to acquire such assets, or to consummate such Permitted Acquisition or other acquisition, with such Net Cash Proceeds), at which time a prepayment shall be required in an amount equal to the Net Cash Proceeds that have not been so applied (and no prepayment shall be required to the extent the aggregate amount of such Net Cash Proceeds that are not reinvested in accordance with this Section does not exceed $20,000,000 in any fiscal year). (B) In the event that the Company has Exce...

Prepayment Events. The Parent shall ensure that the Borrowers prepay Loans (and, in the case of paragraph (f) below, net payments due to any Hedge Counterparty as a result of termination or closing out of any Hedging Agreement as a result of such prepayment) in the following amounts at the times and in the order of application contemplated by Clause 8.2 (Application of mandatory prepayments): (a) to the extent not transferred into a Holding Account, in accordance with paragraph (a)(ii) of Clause 8.3 (Mandatory Prepayment Accounts and Holding Accounts), the net proceeds of any Insurance Proceeds received in any given year in excess of EUR 15,000,000 in aggregate to be paid within 10 Business Days of receipt; (b) to the extent not transferred into a Holding Account in accordance with paragraph (a)(iii) of Clause 8.3 (Mandatory Prepayment Accounts and Holding Accounts), the net proceeds of Permitted Disposals (other than the net proceeds of a Permitted Disposal falling under paragraph (e)(i) of the definition of Permitted Disposal) received in excess of EUR 7,500,000 in aggregate in any given year to be paid within 10 Business Days of receipt. (c) any consideration received by any member of the Eurotunnel Group in cash in connection with any partial or total nationalisation, expropriation or compulsory acquisition and any moneys received in respect of compensation under the Concession Agreement; (d) in the event that the Synthetic Senior Debt Service Cover Ratio is less than 1.25x for three consecutive Testing Dates on each Interest Payment Date following the third such Testing Date, an amount equal to the aggregate of the Permitted Payment Amount (if any) and the amount that would otherwise have been payable into the Permitted Payments Account or the Capex Reserve Account (as applicable) under the Intercreditor Agreement on each such Interest Payment Date (such requirement to cease on the Testing Date on which the Synthetic Senior Debt Service Cover Ratio becomes equal to or greater than 1.25x but to apply again in the event that the Synthetic Senior Debt Service Cover Ratio is less than 1.25x for three consecutive Testing Dates); (e) upon the occurrence of a Change of Control that has not been approved by the Majority Lenders, the Facilities will be cancelled and all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents, shall become immediately due and payable; and (f) from the proceeds of any Permitted Financial Indebte...

Prepayment Events. In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any of its Subsidiaries in respect of any Prepayment Event, the Borrower shall, within five Business Days after such Net Cash Proceeds are received, prepay the Loans as set forth in Section 3.1(b)(ii) below in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that, with respect to any Prepayment Event described in clause (a) of the definition thereof, the Borrower may, at its option by written notice to the Administrative Agent on or prior to the date of such prepayment would otherwise be required, reinvest within ninety (90) days after such receipt, all or any portion of such Net Cash Proceeds in assets to be used in the business of the Borrower or its Subsidiaries, so long as (A) no Default or Event of Default has occurred and is continuing as of the date of written notice or the date of such reinvestment (as certified by a Responsible Officer of the Borrower to the Administrative Agent) and (B) if such Net Cash Proceeds are not reinvested within such ninety (90) day period for any reason, they shall be immediately prepaid upon the expiry of such ninety (90) day period.

Prepayment Events. On each occasion that a Prepayment Event occurs, the Borrowers shall, within seven Business Days after the occurrence of such Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within seven Business Days after the Deferred Net Cash Proceeds Payment Date), repay, in accordance with clause (e) below, the Revolving Credit Loans in an amount equal to 100% of the Net Cash Proceeds from such Prepayment Event. If the Stock or Stock Equivalents of any Credit Party is sold or any Credit Party is sold as a going concern on any date, the sale proceeds shall be allocated as follows: that portion of the sale proceeds equal to the aggregate gross book value of Accounts (excluding any reserves) and Cost of Inventory shall be allocated to the Collateral of the Credit Parties so sold and shall be deemed to be proceeds thereof and applied pursuant to the immediately preceding sentence.

Prepayment Events. Section 8.1

Prepayment Events. (i) On each occasion that an Asset Sale Prepayment Event or a Recovery Prepayment Event occurs, the Borrower shall, within one Business Day after the receipt of Net Cash Proceeds of such Prepayment Event, in accordance with clauses (c) and (d) below, prepay (or cause to be prepaid) Term Loans with a principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided, that no prepayment shall be required pursuant to this Section 5.2(a)(i) unless and until the amount at any time of Net Cash Proceeds from such Prepayment Events required to be applied at or prior to such time pursuant to this Section 5.2(a)(i) and not yet applied at or prior to such time to prepay Term Loans pursuant to this Section exceeds $5,000,000 in the aggregate for all such Prepayment Events. (ii) On each occasion that a Debt Incurrence Prepayment Event occurs, the Borrower shall immediately, upon the receipt of the Net Cash Proceeds from the occurrence of such Debt Incurrence Prepayment Event, prepay (or cause to be prepaid), in accordance with clauses (c) and (d) below, Term Loans with a principal amount equal to 100% of the Net Cash Proceeds from such Debt Incurrence Prepayment Event. (iii) On each occasion that an Extraordinary Receipts Prepayment Event occurs, the Borrower shall, within one Business Day after the receipt of Net Cash Proceeds of such Prepayment Event, prepay (or cause to be prepaid), in accordance with clauses (c) and (d) below, Term Loans with a principal amount equal to 100% of the Net Cash Proceeds from such Extraordinary Receipts Prepayment Event.

Prepayment Events. (i) The Borrowers shall be obliged to prepay all the Facilities (including the discharge in full of the Ancillary Outstandings) in whole immediately upon the occurrence of a Full Prepayment Event, whereupon the Total Commitments in respect of all the Facilities shall be reduced to zero.