Common use of Asset Dispositions, etc Clause in Contracts

Asset Dispositions, etc. The Borrower will, within two Business Days after any Loan Party receives any Net Proceeds of any Asset Disposition, proceeds of any Insurance Recovery or proceeds of condemnation awards aggregating in excess of $250,000 during any period of 12 consecutive months or less (the amount of such proceeds exceeding $250,000 received during any such period are herein called the "Excess Proceeds Amount"), pay to the Administrative Agent, as a prepayment of the Loans, an aggregate amount equal to the Excess Proceeds Amount; provided, however, that no such prepayment will be required if and to the extent that the Excess Proceeds Amount is fully re-invested in productive assets used in the ordinary course of such Loan Party's business within 60 days of the receipt of such Excess Proceeds Amount or, if and to the extent that such Excess Proceeds Amount has been, prior to the expiration of such 60 day period, deposited into a cash collateral account held by the Administrative Agent pursuant to an agreement in form and substance satisfactory to the Administrative Agent, within 120 days of the receipt of such Excess Proceeds Amount; provided, further, however, that the Excess Proceeds Amount (or portion thereof) not so re-invested within 60 days of the receipt thereof shall be deposited into a cash collateral account held by the Administrative Agent pursuant to an agreement in form and substance satisfactory to the Administrative Agent until such time as such amount is either re-invested within 120 days of the receipt thereof or applied to the Loans or other Obligations as provided in this Section 2.7.

Asset Dispositions, etc. The Borrower willshall, within two Business Days after NCH or any Loan Party of its Restricted Subsidiaries receives any Net Proceeds of any Asset Disposition, proceeds of any Insurance Recovery or proceeds of condemnation awards aggregating in excess of $250,000 during any period 5,000,000 in the aggregate from the Restatement Effective Date through the applicable date of 12 consecutive months or less determination (the amount of such Net Proceeds or proceeds exceeding $250,000 5,000,000 received during any such period are herein called the "Excess Proceeds Amount"), pay to the Administrative Agent, Agent as a prepayment of the LoansTerm Loans and/or the Revolving Credit Commitments shall be permanently reduced as set forth in Section 2.8(f), an aggregate amount equal to all of the Excess Proceeds Amount; provided, howeverthat, that so long as no Default or Event of Default shall have occurred and be continuing, no such prepayment will be required if and to the extent that the Excess Proceeds Amount is fully re-invested within eighteen (18) months after receipt of such proceeds in (x) acquisitions permitted under Section 9.5(i) provided that the Borrower has given the Administrative Agent notice of the specific acquisition within 365 days after receipt of such proceeds and such acquisition is consummated within 180 days after such notice or (y) Capital Expenditures permitted under Section 9.16(c) for long term productive assets of the general type used in the ordinary course of such Loan Party's business within 60 days of the receipt Borrower and its Restricted Subsidiaries. Notwithstanding the foregoing, Net Proceeds received from the sale of such Excess Proceeds Amount or, if and Resale Access Lines in an aggregate amount from the Restatement Effective Date not to the extent that such Excess Proceeds Amount has been, prior exceed $10,000,000 will not be required to the expiration of such 60 day period, deposited into a cash collateral account held by the Administrative Agent pursuant be applied to an agreement in form and substance satisfactory to the Administrative Agent, within 120 days of the receipt of such Excess Proceeds Amountprepay Loans and/or reduce Commitments; provided, further, however, that any Net Proceeds received from the Excess Proceeds Amount (or portion thereof) not so re-invested within 60 days sale of the receipt thereof Resale Access Lines in excess of such amount shall be deposited into a cash collateral account held by the Administrative Agent pursuant to an agreement in form and substance satisfactory subject to the Administrative Agent until such time as such amount is either re-invested within 120 days first sentence of the receipt thereof or applied to the Loans or other Obligations as provided in this Section 2.72.8(a).

Asset Dispositions, etc. The Borrower willshall, within two Business Days after any Loan Party it receives any Net Proceeds of any Asset Disposition, proceeds of any Insurance Recovery or proceeds of condemnation awards aggregating in excess of $250,000 1,000,000 during any period of 12 consecutive months or less (the amount of such Net Proceeds or proceeds exceeding $250,000 1,000,000 received during any such period are herein called the "Excess Proceeds Amount"), pay to the Administrative Agent, as a prepayment of the Loans, an aggregate amount equal to all of the Excess Proceeds Amount; provided, however, that no such prepayment will be required if and to the extent that the Excess Proceeds Amount is fully re-invested in productive assets used in the ordinary course of such Loan PartyBorrower's or its Subsidiary's (as applicable) business within 60 365 days of the receipt of such Excess Proceeds Amount or, if and to the extent that such Excess Proceeds Amount has been, prior to the expiration of such 60 day period, deposited into a cash collateral account held by the Administrative Agent pursuant to an agreement in form and substance satisfactory to the Administrative Agent, within 120 days of the receipt of such Excess Proceeds Amountproceeds; provided, further, however, that the Excess Proceeds Amount (or portion thereof) not so re-invested within 60 days of after the receipt thereof shall be deposited into a cash collateral account held by the Administrative Agent pursuant to an agreement in form and substance satisfactory to the Administrative Agent until such time as such amount (exclusive of any interest accrued thereon) is either re-invested within 120 days of the receipt thereof such 365 day period or applied to the Loans or other Obligations as provided in this Section 2.7.

Asset Dispositions, etc. The Except in connection with a transaction permitted under SECTION 8.2.7, and investments in Restricted Subsidiaries or Unrestricted Subsidiaries permitted under SECTION 8.2.5 neither the Borrower will, within two Business Days after nor any Loan Party receives any Net Proceeds of its Restricted Subsidiaries may sell or dispose of any Asset Dispositionportion of its property 78 338 (excepting abandonment, proceeds sale of any Insurance Recovery inventory or proceeds of condemnation awards aggregating in excess of $250,000 during any period of 12 consecutive months or less (the amount of such proceeds exceeding $250,000 received during any such period are herein called the "Excess Proceeds Amount"), pay to the Administrative Agent, as a prepayment of the Loans, an aggregate amount equal to the Excess Proceeds Amount; provided, however, that no such prepayment will be required if and to the extent that the Excess Proceeds Amount is fully re-invested in productive assets used other dispositions in the ordinary course of business), or sell equity interests in any Restricted Subsidiary to any third party (all of the foregoing are herein called "ASSET DISPOSITIONS"), unless: (a) immediately before and after giving effect to such Loan Party's transaction, no Default or Event of Default shall exist or be continuing; (b) an amount equal to the net after-tax proceeds from such Asset Dispositions in excess of $7,500,000 per fiscal year and $30,000,000 over the life of the Agreement have been spent within 90 days before the sale of such assets or are committed to be expended within 365 days after the sale of such assets for assets in the United States in a line of business within 60 days as described in SECTION 8.2.1 and which assets, to the extent the assets so sold constituted a portion of the General Collateral, shall be added to the Collateral, or for the making of (or offering to make) pro rata principal payments on the Parity Debt, the Private Placement Debt (including any premium that may be due thereon in connection with any such prepayment) and the Obligations (to the extent prepayment is as a result of such Asset Disposition as required by the terms hereof) and a certificate has been received by the Agent attesting to the receipt of such Excess Proceeds Amount orfair value for the assets, if as determined by the Board of Directors of the Managing General Partner, and to the extent that such Excess Proceeds Amount has been, prior to the expiration of such 60 day period, deposited into a cash collateral account held by the Administrative Agent pursuant to an agreement in form and substance satisfactory to the Administrative Agent, within 120 days proper application of the receipt proceeds, and (c) 70% or more of such Excess Proceeds Amountthe consideration received is in the form of cash or marketable securities; provided, further, howeverPROVIDED HOWEVER, that the Excess Proceeds Amount amount of (1) any liabilities (as shown on the Borrower's or portion thereofsuch Restricted Subsidiary's most recent balance sheet or in the notes thereto) of the Borrower or any Restricted Subsidiary (other than liabilities that are by their terms subordinated in right of payment to the Obligations) that are assumed by the transferee of any such assets and (2) any notes or other obligations received by the Borrower or any such Restricted Subsidiary from such transferee that are promptly converted into cash (to the extent of the cash received), shall be deemed to be cash for the purposes of this clause (c) and provided further that any sale of assets not in excess of $1,000,000 may be made for a cash consideration (subject to the same assumptions) not so re-invested within 60 days less than 25% of the receipt thereof consideration therefor. Dispositions of Collateral made in accordance with this section shall be deposited into a cash collateral account held by the Administrative Agent pursuant to an agreement in form made free and substance satisfactory to the Administrative Agent until such time as such amount is either re-invested within 120 days clear of the receipt thereof liens securing the Parity Debt. Notwithstanding the foregoing, the Borrower and its Restricted Subsidiaries may sell or applied to dispose of (i) real property assets sold or disposed of within 12 months of the Loans acquisition of such assets, and (ii) all other assets sold or other Obligations as provided disposed of within 6 months of the acquisition of such assets, in this Section 2.7.each case 79 339