Surplus Assets. After payment in full of all Plan benefits in accordance with the Plans and payment of all expenses of administration of the Trust, including any fees that may be expected to be incurred in terminating the Trust, the Trustee shall deliver to the Company any remaining surplus assets of the Trust Fund.
Surplus Assets. A copy of any contract entered into by the Company or any Subsidiary Guarantor to sell or otherwise dispose of any of the assets included in the appraisal referred to in subsection_5.01(f); (r) AIP Purchase. (i) a certificate executed by a Responsible Officer certifying [A] the AIP Merger Agreement has not been terminated by any party thereto and none of the events listed in Annex_I to the AIP Merger Agreement shall have occurred; [B] the Minimum Condition (as defined in the AIP Merger Agreement) and the other conditions set forth in Annex_I have been satisfied; and [C] the number of shares of common stock of the Company validly tendered to BAC and not withdrawn and the number of Dissenting Shares (as defined in section_2.2 of the AIP Merger Agreement); (ii) If the Short Form Merger (as defined in the Offering Memorandum for the 1997_Senior Notes) is to occur on the Closing Date, a copy of the Certificate of Merger of BAC and the Company and evidence satisfactory to the Agent that such Certificate will be filed with the Secretary of State of Delaware before or concurrently with the initial extensions of credit hereunder and that the merger of BAC and the Company will be effective upon filing; (iii) If the Short Form Merger will not occur on the Closing Date, a copy of the promissory note of AIP evidencing the AIP Bridge Loan (if made on the Closing Date); and (iv) Evidence satisfactory to the Agent that AIP has invested not less than $143,000,000 to effect the AIP Purchase. (s)
Surplus Assets. On the date of each and every Prepayment Event with respect to the Surplus Assets (and on any date thereafter on which proceeds pertaining thereto are received by any Loan Party), Borrowers shall be required to prepay the outstanding principal balance of the Term Loan B and after the outstanding principal balance of the Term Loan B is paid in full Borrowers shall be required to prepay the outstanding principal balance of the Revolving Loans (without a corresponding reduction in Revolving Loan Commitments) and after the outstanding principal balance of the Revolving Loans has been reduced to zero Borrowers shall be required to prepay the unpaid principal balance of the M&E Term Loans, in each case without any demand or notice from Agent, any Lender or any other Person, all of which is hereby expressly waived by each Borrower, in the amount of 100% of the proceeds (net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates of any Loan Party) received by any Loan Party with respect to such Prepayment Event or Prepayment Events; provided that, after payment in full of the Term Loan B, no prepayment shall be required pursuant to this clause (1) unless the aggregate amount of such proceeds received by any Loan Party in any Fiscal Year exceeds $1,500,000.
Surplus Assets. For a period of six (6) months following the Closing Date, Buyer shall have an option to purchase from Seller certain Excluded Assets, which shall be identified on Schedule 2.2(i) as being subject to this Section 5.13, upon providing Seller with a notice identifying such Excluded Assets and the applicable purchase price. Nothing herein contained shall be construed to restrict the Buyer's ability to sell such Excluded Assets to a Third Party provided that if Seller receives an offer from a Third Party to acquire any such Excluded Assets, Seller shall notify Buyer and Buyer shall have five (5) Business Days to provide Seller with a notice of its intention to purchase all or a portion of such Excluded Assets. Buyer's option shall terminate in the event that such Excluded Assets are lost, substantially damaged or LUCENT TECHNOLOGIES/CELESTICA
Surplus Assets. The Vendor must ensure that:
Surplus Assets. (a) If the Actuary in a re port has advised the Trustee or the Trustee is otherwise satisfied that the value of the assets of the Employer Sub-Plan exceeds the value of the liabilities of the Employer Sub-Plan (excess amount), the Trustee on the advice of the Actuary and subject to the Relevant Law:
