Asset Disposals. Without prejudice to Clause 16.16(c) (Further Undertakings) and without limiting the obligation of any member of the Borrower Group to obtain the consent of the Facility Agent pursuant to Clause 16.20 (Notification and Consent), the Borrower shall, not later than 5 Business Days prior to the occurrence of a Disposition or, as the case may be, the anticipated occurrence of the circumstances listed in Clause 7.5A.(a)(ii) below notify the Facility Agent in writing, and, in the case of a Disposition, deliver to the Facility Agent a statement certified by an Approved Officer of the Borrower, in form and detail satisfactory to the Facility Agent, of the amount of the expected Disposition Proceeds and upon completion of the Disposition or occurrence of the circumstances listed in Clause 7.5A.(a)(ii) below, as the case may be, the Borrower shall ensure that any Disposition Proceeds or amounts referred to in Clause 7.5A(a)(ii) below as the case may be are paid into the Prepayment Escrow Account for the purpose of making a Mandatory Prepayment in accordance with Clause 7.5B in an amount equal to:
(i) the Disposition Proceeds of each Disposition of any asset occurring outside the ordinary course of its business whether in a single transaction or a series of transactions where the receivable proceeds of such Dispositions in any Financial Year of the Borrower are in aggregate in excess of US$250,000 and such proceeds are not reinvested in the business of the Borrower Group with the prior approval of the Facility Agent within 180 days of such Disposition, less, an amount, calculated by the Borrower to the reasonable satisfaction of the Facility Agent, equal to the aggregate of (x) agreed costs of such member of the Borrower Group directly attributable to the Disposition and (y) reasonable provision for Taxes directly attributable to the Disposition; and
(ii) the IRU Cash Revenue whether in a single transaction or a series of transactions by any member of the Borrower Group where such IRU Cash Revenue is in aggregate in excess of US$80,000,000 ( excluding OA & M Cash Revenue) in any Financial Year commencing after 1 April 2004, PROVIDED THAT pending any reinvestment of such proceeds as referred to in paragraph (i) above the Borrower shall ensure that such Disposition Proceeds shall be paid into the Disposition Proceeds Escrow Account and no part of any Disposition Proceeds paid into the Disposition Proceeds Escrow Account shall be withdrawn except either to apply the sam...
Asset Disposals. The Company shall not, and shall not permit any Restricted Subsidiary to, either in a single transaction or in a series of transactions, whether related or not and whether voluntarily or involuntarily, sell, transfer, grant or lease or otherwise dispose of or part with possession of all or any part of its properties or assets (“Disposals”, and “Disposed” shall have correlative meaning) other than:
(i) Disposals (including the Disposal of inventory, obsolete assets or waste) made in the ordinary course of business of the disposing entity;
(ii) Disposals of assets by the Company to any Restricted Subsidiary or by any Restricted Subsidiary to the Company or any other Restricted Subsidiary;
(iii) Disposals of cash;
(iv) Disposals of any portion of the Headquarters Property effected in connection with the consummation of the Headquarters Transaction; and
(v) Any other Disposal (including disposals of stock of Subsidiaries and Disposals by way of merger or consolidation of a Restricted Subsidiary (other than a merger or consolidation with the Company or another Restricted Subsidiary)) of property or assets so long as after giving effect thereto the aggregate Asset Percentage Value of such Disposal, when combined with the Asset Percentage Value of all Disposals pursuant to clause (i) above (excluding inventory, obsolete assets and waste) and all other Disposals pursuant to this clause (v) during the period of four consecutive fiscal quarters of the Company then next ending either (1) shall not exceed 15% (the “Disposal Limit”) or (2) to the extent that the Disposal Limit has been or is thereby exceeded by a Disposal, within a period of one year after such Disposal, the Company shall cause an amount (the “Asset Purchase Amount”) equal to the greater of (x) the net sale proceeds received in connection with such Disposal and (y) the book value of the assets which are the subject of such Disposal, to be used for the purchase of similar assets of at least equal value for the Company or any Restricted Subsidiary (a “Qualifying Asset Purchase”). The Company will accumulate and retain unencumbered funds (which may be invested in Investments of the type listed in clauses (iv), (v) and (vi) of the definition of Restricted Investments), or otherwise have funds available to it from binding commitments (subject to no conditions which the Company is unable to meet) from responsible financial institutions, in an amount equal to the Asset Purchase Amount in order to fund each Qu...
Asset Disposals. (a) Subject to clauses 11.4(b) and 11.7 (Restrictions on upstreaming moneys), the Parent shall procure that the Net Proceeds of any disposal of any fixed asset exceeding EUR 80,000 (or its equivalent in other currencies) by a Group Company (other than a disposal permitted by clauses 19.3(a)(i), (ii), (iv), (v), (vi), (viii) or (ix) (Disposals) and other than to the extent that such Net Proceeds, when aggregated with the Net Proceeds of all other such sales made since the Signing Date, do not exceed EUR 17,500,000 (or its equivalent in other currencies)) are applied in prepayment of the Facilities.
(b) Net Proceeds need not be so applied if within 360 days after receipt they are reinvested in fixed assets related to the Core Business.
(c) All such Net Proceeds which are not applied for the purposes specified in clause 11.4(a) will be applied in prepaying the Facilities on the last day of the Interest Period for the relevant Advances following the expiry of the 360 day period referred to in clause 11.4(b).
Asset Disposals. (a) Subject to Clause 11.6(b), the Parent shall (except with the written consent of the Agent such consent not to be unreasonably withheld or delayed) procure that the Net Proceeds of any disposal of any asset by a member of the Group (other than a disposal permitted by Clause 24.4 (Disposals)) to the extent that such Net Proceeds when aggregated with such other Net Proceeds in the previous 12 months exceed $250,000 is applied in prepayment of the Facilities.
(b) Net Proceeds need not be so applied if:
(i) they are reinvested or applied within 90) days after receipt in assets for use in the business of the Group; and
(ii) following receipt and pending reinvestment they are held in a Cash Collateral Account.
Asset Disposals. If the Borrower disposes of an asset (other than:-
(a) a disposal permitted by Clauses 13.2.8(a), (b) or (c), or
(b) disposals permitted by Clauses 13.2.8(d) and (e) up to an aggregate amount of Net Cash Proceeds for all such disposals described in this sub-clause (b) of GBP 2,500,000 (or its equivalent) following the date of this Agreement), the Net Cash Proceeds of such disposal shall be applied by the Borrower as promptly as practicable in prepayment of the outstandings under this Agreement in accordance with Clause 7.3.1 below.
Asset Disposals. At the end of each Fiscal Quarter, commencing with the Fiscal Quarter ending September 30, 2004, (a "Determination Date") the Borrower shall determine the amount, if any, (the "Asset Disposal Reduction Amount") by which the aggregate Net Asset Disposal Proceeds derived from disposals of Business Assets which took place during the Fiscal Quarter ending six months before the Determination Date exceeded the aggregate amount spent by the Restricted Group on Business Acquisitions acquired from Unrelated Parties plus the Cash Capital Expenditures spent by the Restricted Group during the six (6) month period following each such Business Asset disposal. The Borrower shall promptly notify the Agent that it has made this determination and provide the Agent with full particulars of its computations relative thereto. If the Asset Disposal Reduction Amount exceeds fifty percent (50%) of the Threshold Amount the Total Commitment shall reduce on the fifth (5th) Business Day after the Determination Date by an amount equal to such excess. For the purposes of this Subsection 8.3.1, "Cash Capital Expenditures" means (without duplication) any expenditure paid in cash that is not derived from Indebtedness (other than under this Agreement) that, in conformity with US GAAP, would be required to be classified as a capital expenditure. Cash Capital Expenditures, however, excludes expenditures made in connection with the replacement or restoration of buildings, fixtures or equipment to the extent reimbursed or financed from insurance or expropriation proceeds.
Asset Disposals. The Company shall not, and shall not permit any Restricted Subsidiary to, either in a single transaction or in a series of transactions, whether related or not and whether voluntarily or involuntarily, sell, transfer, grant or lease or otherwise dispose of or part with possession of all or any part of its properties or assets (“Disposals”, and “Disposed” shall have correlative meaning) other than:
(i) Disposals (including the Disposal of inventory, obsolete assets or waste) made in the ordinary course of business of the disposing entity;
(ii) Disposals of assets by the Company to any Restricted Subsidiary or by any Restricted Subsidiary to the Company or any other Restricted Subsidiary;
(iii) Disposals of cash;
(iv) Disposals of any portion of the Headquarters Property effected in connection with the consummation of the Headquarters Transaction; and
(v) Any other Disposal (including disposals of stock of Subsidiaries and Disposals by way of merger or consolidation of a Restricted Subsidiary (other than a merger or consolidation with the Company or another Restricted Subsidiary)) of property or assets so long as after giving effect thereto the
Asset Disposals. Except to the extent the Borrower is relieved of this obligation pursuant to Section 4.2.7, the Borrower shall prepay Loans outstanding in the outstanding principal amount equal to the lesser of (a) the Net Disposal Amount from any Asset Disposal to the extent it is not applied or committed to being applied (and in fact is so applied within the ensuing six (6) months of such commitment being made) to a Property Reinvestment Application within six (6) months after such Asset Disposal and (b) the total outstanding principal amount of all Loans then outstanding. Such prepayment shall be made on the fifth (5th) Business Day after the six (6) month anniversary of such Asset Disposal or, if committed to be reapplied within such six (6) month period, but not reinvested in the immediately following six (6) month period, on the fifth (5th) Business Day after the anniversary of such Asset Disposal.
Asset Disposals. (a) Neither the Parent Guarantor nor the Primary Guarantor shall sell, or otherwise transfer (in one transaction or a series of transactions), or permit any Subsidiary to sell, or otherwise transfer (in one transaction or a series of transactions), all or substantially all of the assets of the Parent Guarantor and the Subsidiaries or the Primary Guarantor and its subsidiaries, in each case taken as a whole, to any other Person.
(b) No Obligor (other than the Parent Guarantor) shall enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of all or substantially all of its assets.
(c) Paragraph (b) above does not apply to any sale, lease, transfer or other disposal:
(i) of assets in exchange for other assets comparable or superior as to type, value and quality;
(ii) of cash, cash equivalents, time deposits and other marketable securities not otherwise prohibited by the Finance Documents;
Asset Disposals. If the Borrower and/or the WCP Borrowers (as appropriate) disposes of an asset (other than:
(a) a disposal permitted by Clauses 13.2.8(a), (b) or (c), or
(b) disposals permitted by Clauses 13.2.8(d) and (e) up to an aggregate amount of Net Cash Proceeds for all such disposals described in this sub-clause (b) of GBP (Pounds)2,500,000 (or its equivalent) following the date of this Agreement), the Net Cash Proceeds of such disposal shall be applied by the Borrower and/or the WCP Borrowers (as appropriate) as promptly as practicable in prepayment of the outstandings under this Agreement in accordance with Clause 7.3.1 below.
