Proceeds of Asset Sales Sample Clauses
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Proceeds of Asset Sales. The Borrower shall use the Net Proceeds of sales of assets or Properties by the Borrower, the Parent or any of their Subsidiaries (which for purposes of this Agreement (i) shall not exclude asset sales in the ordinary course of business, but provided that no such sales of assets or Properties by the Parent, the Borrower or any of their Subsidiaries shall be permitted except as set forth in Section 2 hereof and (ii) to the extent that there exists no other Default or Event of Default during the term of this agreement other than as listed on Schedule I to the Forbearance Agreement, Debt under the Credit Agreement secured by the assets pledged under the Loan Papers (other than assets or Properties owned by the Canada Sub and pledged to secure the Canada Indebtedness) shall not require immediate repayment of such Debt other than) as follows:
(a) First, if amounts in the letter of credit cash collateral account are less than $2,500,000, the cash collateral account established pursuant to Section 4 of the Forbearance Agreement shall be replenished by the Net Proceeds of any such asset sales until the amount in such cash collateral account is not less than $2,500,000, (b) then, if there exists no Default or Event of Default other than as listed on Schedule I to the Forbearance Agreement, (i) the Administrative Agent shall return to the Borrower for its own use an amount equal to the difference between 20% of the remaining Net Proceeds of any such sales and (A) fees owing under the Forbearance Agreement, if any, (which such fees shall be retained by the Administrative Agent for distribution to certain Lenders as provided in the Forbearance Agreement) and (B) current fees and expenses owed to Special Counsel and Deloitte Consulting, provided that within 365 days of receipt of such Net Proceeds, Borrower shall use such Net Proceeds, either (x) to invest in assets related to the same line of business as Parent or a business reasonably ancillary thereto or (y) permanently to repay the Obligations
Proceeds of Asset Sales. In the event the Borrower or any of its Subsidiaries receives any Net Cash Sale Proceeds from any Asset Sale permitted by Section 10.5.2 or otherwise consented to in writing by the Majority Banks (or, in the event such a sale constitutes a sale of all or substantially all of the Collateral, then all the Banks), the Borrower shall, immediately upon receipt thereof, make a prepayment of principal on the Acquisition Loan in the amount of such proceeds, with the Total Acquisition Commitment also being permanently reduced by such amount. To the extent the Acquisition Loans have been repaid in full, then the Borrower shall make a prepayment of principal on the Revolving Credit Loans in an amount of such Net Cash Sale Proceeds (or such portion which is remaining after repaying any remaining Acquisition Loans), with the Total Commitment also being permanently reduced by such amount. All prepayments of LIBOR Rate Loans prior to the end of an Interest Period shall obligate the Borrower to pay any breakage costs associated with such LIBOR Rate Loans in accordance with Section 6.10. Prior to the occurrence of an Event of Default, the Borrower may elect to avoid such breakage costs by providing to the Agent cash in an amount sufficient to cash collateralize such LIBOR Rate Loans, but in no event shall the Borrower be deemed to have paid such LIBOR Rate Loans until such cash has been paid to the Agent for application to such LIBOR Rate Loans. The Agent may elect to cause such cash collateral to be deposited into either (i) a cash collateral account pursuant to the terms of a cash collateral agreement executed by the Borrower and the Agent and in form and substance satisfactory to the Agent or (ii) the Borrower's Operating Account with appropriate instructions prohibiting the Borrower's withdrawal of such funds so long as they remain cash collateral. In each such case, the Borrower agrees to execute and deliver to the Agent such instruments and documents, including Uniform Commercial Code financing statements and agreements with any third party depository banks, as the Agent may request.
Proceeds of Asset Sales. Subject to the restrictions for Permitted Liens, any proceeds from the sale of assets must be paid to the Bank to reduce the outstanding Revolving Credit Loan.
Proceeds of Asset Sales. The Company shall not consummate any Asset Sale unless (i) the consideration in respect of such Asset Sale is at least equal to the Fair Market Value of the assets sold or otherwise disposed of (which shall be as determined by the Company's Board of Directors unless such sale is in excess of U.S.$5,000,000 in which case a fairness opinion from a nationally recognized investment banking firm will be required), (ii) at least 85% of the value of the consideration therefrom received by the Company is in the form of cash or Cash Equivalents or the assumption by the Person acquiring the assets in such Asset Sale of Indebtedness of the Company with the effect that the Company shall not have any obligation with respect to such Indebtedness, and (iii) immediately before and immediately after giving effect to such Asset Sale, no Default or Event of Default shall have occurred and be continuing or be anticipated to occur.
Proceeds of Asset Sales. Within five Business Days following the receipt thereof, the Borrowers shall prepay to the Agent for the benefit of the Banks an amount equal to one hundred percent (100%) of all proceeds of any sale by any Borrower of assets (excluding any sale of assets permitted by clauses (a), (b), (c), (d), (e) or (f) of Section 6.2) with an aggregate net book value in any fiscal year in excess of $5,000,000, or for which consideration in excess of $5,000,000 in the aggregate is received in any fiscal year, net of the actual cash expenses and taxes paid or incurred by any Borrower in connection with such sale (for the sake of clarity, such prepayment shall only be made with such net proceeds in excess of such $5,000,000 threshold); provided, however that this Section 2.6(d) shall not be deemed to authorize any sale or other transfer that would otherwise be prohibited by Section 6.2. All prepayments under this Section 2.6(d) shall be applied pro rata based on the unpaid principal balance of the Term Loans to the principal balance of the Term Loans in inverse chronological order of the maturities set forth on the Term Loan Amortization Schedule; provided, however, that (i) in the event a Prime Rate Advance and a LIBOR Advance have the same maturity, the Agent, to the extent practical in the Agent’s determination, shall make such application first to such Prime Rate Advance before application to such LIBOR Advance, and (ii) to the extent any portion of such prepayment would be applied to outstanding LIBOR Advances and no Default or Event of Default has occurred and is continuing, such portion shall be deposited in the Holding Account and withdrawn for application to such LIBOR Advances at the end of the then-current Interest Periods applicable thereto (or earlier, upon the occurrence of a Default or an Event of Default).
Proceeds of Asset Sales. Each Borrower shall apply the Net Cash Proceeds of any sale, lease, transfer or other disposition of any of its assets to the prepayment of the Term Loan. The Borrowers shall not use Net Cash Proceeds to purchase or otherwise acquire Senior Subordinated Notes.
Proceeds of Asset Sales. Borrower shall make a mandatory prepayment of the Loan in an amount equal to the cash proceeds of any sale by it or any of its subsidiaries of any material assets, net of any reasonable costs directly incurred in connection with such sale and any taxes payable in connection with such sale. Together with any prepayment required by this Section, Borrower shall deliver to Lender a certificate executed by Borrower's chief financial officer setting forth the calculation of the net cash proceeds of such sale, including a calculation of the taxes payable in respect of such sale. Such prepayment shall be made simultaneously with the consummation of such sale.
Proceeds of Asset Sales. Borrower shall make a mandatory prepayment of the Loan in an amount equal to one hundred percent (100%) of the cash proceeds in excess of one million dollars ($1,000,000) of any sale(s) by Borrower to a third party unrelated to Lender of any of Borrower’s material assets, net of any reasonable costs directly incurred in connection with such sale(s) and any taxes payable in connection with such sale(s). Together with any prepayment required by this Section, Borrower shall deliver to Lender a certificate executed by Borrower’s chief financial officer setting forth the calculation of the net cash proceeds of such sale(s), including a calculation of the taxes payable in respect of such sale(s). Such prepayment(s) shall be made concurrently with the funding of such sale(s).
Proceeds of Asset Sales. Within one Business Day following the receipt of the proceeds of any sale of any CLO Investments, Advisory Contracts, 12b-1 Fees and the related Contingent Deferred Sales Charges, or interests therein (including but not limited to stock in Advisory Subsidiaries or other Subsidiaries) by either Borrower or any Subsidiary occurring after the Closing Date, to the extent the sum of the proceeds of all such sales received after the Closing Date, net of the actual cash expenses and taxes paid or incurred by any Borrower or any Subsidiary thereof in connection with such sales, exceeds Three Million Dollars ($3,000,000), the Borrowers shall prepay the Loans and the Aggregate Commitment Amounts shall be reduced by an amount equal to fifty percent (50%) of such excess; PROVIDED, HOWEVER that this Section 2.7(a) shall not be deemed to authorize any sale or other transfer that would otherwise be prohibited by Section 6.2.
Proceeds of Asset Sales. In the event that the Borrower shall sell, assign, transfer, convey or otherwise dispose of any its assets, or shares of capital stock or other securities, not including the Picknet Transaction, the Borrower shall immediately prepay the Loans (together with all accrued and unpaid interest) in an amount equal to the proceeds of such sale.