Asset Disposition Payments Clause Samples

Asset Disposition Payments. If the Obligors collectively receive Net Cash Proceeds in excess of $35,000,000 in the aggregate from one or more Permitted Asset Sales or any other Disposition of assets as expressly permitted under this Agreement (other than Required Sales, Terminated PPA Sales or sales or transfers described in clauses (ii), (v) or (vi) of Section 10.2(a) and Dispositions described in clauses (ii) through (v), clause (ix) and clause (xi) through (xiii) of Section 10.2(b)), then, within 15 Business Days after receipt of such excess Net Cash Proceeds, the Company shall make an offer to all holders of the Senior Notes and all holders of any other Permitted Senior Secured Indebtedness that has a substantially similar provision requiring repayment upon the receipt of such Net Cash Proceeds to prepay the maximum aggregate principal amount of the Senior Notes and such other Permitted Senior Secured Indebtedness that may be prepaid out of such excess Net Cash Proceeds at a price in cash equal to 100% of such minimum principal amount thereof plus accrued and unpaid interest, if any, to but not including the Applicable Prepayment Date; provided that such Net Cash Proceeds (or the applicable portion of such Net Cash Proceeds) up to $150,000,000 in the aggregate shall be excluded from the requirements of this Section 8.2(b) if (i) (x) in good faith the Company intends to reinvest (or commits to reinvest) all or any portion of such Net Cash Proceeds in assets useful for its business (and the business of its Subsidiaries, including the Projects), as determined in the Company’s sole discretion, within 365 days following receipt of the applicable proceeds by the Company or any Subsidiary thereof (for the avoidance of doubt, any mandatory offer to prepay the Senior Notes required pursuant to this Section 8.2(b) shall be made from the Net Cash Proceeds thereof), and the Company so reinvests such Net Cash Proceeds within such period or (y) if the Company enters into a legally binding commitment to reinvest such Net Cash Proceeds within 365 days following receipt thereof, and the Company so reinvests such Net Cash Proceeds within 180 days following such 365 day period, in each case, in accordance with the Depositary Agreement and (ii) the Rating Condition is satisfied at the time of such reinvestment to the extent that the Net Cash Proceeds to be reinvested exceed $25,000,000 for any individual Disposition or $60,000,000 in the aggregate for all Dispositions. If, following its commitment t...

Asset Disposition Payments. Subject to Section 3.3(b) of the Depositary Agreement, without limiting Section 9.10(b), if the Company receives net available proceeds in respect of any conveyance, sale, lease, transfer or other disposition of any asset (other than any disposition permitted under Section 9.10(c)(i) or (ii)) and the net available proceeds received by or on behalf of the Company exceed in the aggregate $1,000,000 during any fiscal year of the Company, then, within five (5) Business Days after receipt of the net available proceeds, the Company shall prepay in respect of all or the applicable portion of the Notes then outstanding, the outstanding principal amount thereof, together with unpaid interest accrued thereon, if any, but not including the date of such prepayment, at a price in cash equal to 100% of the net available proceeds in excess of $1,000,000.