Prepayments from Asset Sales Clause Samples

Prepayments from Asset Sales. Simultaneously with the receipt by Company or any of its Subsidiaries of Cash Proceeds of any Asset Sale, Company shall prepay the Acquisition Loans incurred to acquire Eligible Assets up to an amount equal to the Asset Loan Amount in connection with the Asset Sale. Concurrently with any prepayment of the Acquisition Loans, Company shall deliver to each Lender an Officers' Certificate demonstrating the derivation of the Asset Loan Amount of the Cash Proceeds of the correlative Asset Sale from the gross sales price thereof. If Company shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment pursuant to this Section 2.3A(ii), determine that the prepayments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this Section 2.3A(ii), Company shall promptly make an additional prepayment of the Acquisition Loans in the manner described above in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to each Lender an Officers' Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit. Any mandatory prepayments pursuant to this Section 2.3A(ii) shall be applied as specified in Section 2.3B. Acquisition Loans prepaid pursuant to this Section 2.3A(ii) may be reborrowed in accordance with Section 2.1A."

Prepayments from Asset Sales. Upon receipt by the Company or any Subsidiary of the Company of Cash Proceeds of any Asset Sale occurring after the Initial Takedown Closing Date, (A) the Company shall, or shall cause its Subsidiaries to, apply an amount equal to the Net Cash Proceeds of such Asset Sale to prepay loans outstanding under the Senior Credit Facility; provided that the commitment thereunder is permanently reduced to the extent of the prepayment; and (B) the Company or any Subsidiary of the Company may apply any Net Cash Proceeds remaining after any payment pursuant to clause (A) above to a Related Business. Concurrently with the consummation of any such Asset Sale, the Company shall deliver to the Agent an Officer's Certificate demonstrating the derivation of Net Cash Proceeds from the gross sales price of such Asset Sale. The Borrower shall prepay the Bridge Loan in an amount equal to the Net Cash Proceeds not used as provided in the preceding paragraph on a date not later than the Business Day next succeeding the 180th day after the consummation of such Asset Sale if and to the extent that such Net Cash Proceeds are not applied by the Company or any Subsidiary of the Company within 180 days after the consummation of such Asset Sale pursuant to the immediately preceding paragraph.

Prepayments from Asset Sales. No later than the fifth (5th) Business Day following the date of receipt by the Company or any of the Subsidiaries of Cash Proceeds of any Asset Sale, the Company shall, to the extent that it is not required to offer such Net Cash Proceeds to redeem or otherwise prepay the Senior Secured Notes (or following such offer, to apply such Net Cash Proceeds to so redeem or otherwise prepay the Senior Secured Notes), prepay the Term Loans (and associated accrued interest and prepayment fees, if any) as provided in subsection 2.4C in an amount equal to the Net Cash Proceeds received; provided that so long as no Default or Event of Default shall have occurred and be continuing, the Company shall have the option, directly or through one or more of the Subsidiaries, to invest such Net Cash Proceeds, within three hundred sixty (360) days of receipt thereof, in long-term productive assets of the general type used in the business of the Company and the Subsidiaries and, to the extent not so invested, shall apply such amounts as provided in subsection 2.4C; provided further, that none of Holdings or any of the Subsidiaries shall have such right to invest Net Cash Proceeds that (x) are arising from an Asset Sale of an asset of Holdings or (y) are distributed to Holdings in compliance with the Revolving Credit Agreement, the Holdings Credit Agreement and the Senior Secured Note Documents.

Prepayments from Asset Sales. If the Borrower or any Wholly-Owned Subsidiary of the Borrower receives any Material Sale Proceeds, then the Borrower shall prepay the Obligations, to the extent of such proceeds, promptly (but in any event within five Business Days) after the first date on which such Persons have received Material Sale Proceeds totaling an aggregate amount of $5 million or more and within five Business Days after each date thereafter when such Persons have received additional Material Sale Proceeds totaling an aggregate of $5 million or more; PROVIDED, HOWEVER, that during the pendency of an Event of Default all Material Sales Proceeds shall be payable upon the demand of the Agent. "MATERIAL SALE PROCEEDS" means, without duplication, (i) the cash or cash equivalent proceeds or marketable securities resulting from the sale or other disposition (including, without limitation, by a sale-leaseback transaction) of (A) assets or other tangible or intangible property or rights ("ASSETS") not constituting CP&L Property, Collateral or Mortgaged Property (unless Substitute Collateral has been provided pursuant to SECTION 9.13(c)) and having an aggregate fair market value in excess of $1 million for each separate transaction or series of related transactions involving the same seller or (B) any Collateral or Mortgaged Property (and including any Net Awards and Net Proceeds required to be paid to the Agent pursuant to the terms of the Mortgages), LESS (ii) the amount of income taxes payable and any direct costs or expenses incurred in connection with such sale or disposition, LESS (iii) the amount of indebtedness secured by such Assets that are sold, which indebtedness is required to be and is repaid upon such sale, but Material Sales Proceeds shall not include: (A) proceeds of inventory sold or otherwise disposed of in the ordinary course of business; (B) subject to the giving of notice to and deposit of funds with the Agent as provided below, proceeds of Assets not constituting Collateral or Mortgaged Property (unless Substitute Collateral has been provided pursuant to SECTION 9.13(c)), sold or exchanged to the extent such proceeds are utilized in connection with the replacement thereof within 180 days of the sale or exchange of such assets; (C) proceeds of Permitted Investments; (D) proceeds received by a Person which cannot be remitted to the Borrower or a Subsidiary of the Borrower as a result of any legal or contractual restriction applicable to such Person existing on the Clos...

Prepayments from Asset Sales. Subject to and in accordance with the provisions of Section 6.13, and in accordance with clause (VI) below, the Company shall provide the Administrative Agent with a Prepayment Offer Notice and each Lender shall have the right to require the Company to apply, or to cause any Restricted Subsidiary of the Company to apply, up to 100% of the Excess Proceeds toward the prepayment at par of all or a portion of such Lender's outstanding portion of the Loan; provided that no such prepayment shall be required under this Section 2.5(a)(ii)(I) with respect to the disposition of property which constitutes a Casualty Event.

Prepayments from Asset Sales. Upon receipt by the Borrower or ---------------------------- any Subsidiary of the Borrower of Cash Proceeds of any Asset Sale occurring after the Closing Date, the Borrower shall, or shall cause its Subsidiaries to, apply an amount equal to the Net Cash Proceeds of such Asset Sale to prepay loans outstanding under the Senior Credit Facility; provided that -------- the commitment thereunder is permanently reduced to the extent of the prepayment. Concurrently with the consummation of any such Asset Sale, the Borrower shall deliver to the Agent an Officer's Certificate demonstrating the derivation of Net Cash Proceeds from the gross sales price of such Asset Sale. The Borrower shall, or shall cause its Subsidiaries to, prepay the Bridge Loan in an amount equal to the Net Cash Proceeds not used as provided in the preceding paragraph on a date not later than the Business Day next succeeding the 30th day after the consummation of such Asset Sale.

Prepayments from Asset Sales. The Borrower shall prepay --------------------------- Loans in an amount equal to the Net Cash Proceeds of any Asset Sale occurring after the Closing Date on a date not later than the fifth (5/th/) Business Day next succeeding the date of consummation of such Asset Sale or, in the case of that portion of the purchase price which is deferred, the date of receipt of such Net Cash Proceeds, whichever is later. Concurrently with the consummation of an Asset Sale, the Borrower shall deliver to the Lenders an Officers' Certificate demonstrating the derivation of Net Cash Proceeds from the gross sales price of such Asset Sale. Any such prepayment shall be applied pro rata to the Tranche A Loans and the Tranche B Loans.

Prepayments from Asset Sales. On the date of receipt by Company or any of its Subsidiaries of any Cash Proceeds of Asset Sale not constituting a Specified Asset Sale/Financing, Company shall prepay the Loans in an amount equal to Lenders' Share of the Net Cash Proceeds of such Asset Sale; provided that, anything contained herein to the contrary notwithstanding, to the extent any portion of Existing Lenders' Share of any Net Cash Proceeds of any such Asset Sale are not applied to prepay the Existing Tranche B Term Loans, Company shall promptly make an additional prepayment of the Loans in an amount equal to such portion not so applied to prepay the Existing Tranche B Term Loans.

Prepayments from Asset Sales. The Borrower shall prepay Loans with the Net Cash Proceeds of any Asset Sale occurring after the Closing Date on a date not later than the third (3rd) Business Day next succeeding the date of consummation of such Asset Sale or, in the case of that portion of the purchase price which is deferred, the date of receipt of such Net Cash Proceeds, whichever is later. The amount of Loans so prepaid shall equal the amount of such Net Cash Proceeds. Concurrently with the consummation of an Asset Sale, the Borrower shall deliver to the Lenders an Officers’ Certificate demonstrating the derivation of Net Cash Proceeds from the gross sales price of such Asset Sale.