Asset Sales and Property Loss Events Sample Clauses

Asset Sales and Property Loss Events. Upon receipt on or after the Closing Date by any Loan Party or any of its Subsidiaries of Net Cash Proceeds arising from (i) any Sale by any Group Member of any of its property other than Sales of its own Stock and Sales of property permitted hereunder in reliance upon any of clauses (a) through (e) of Section 8.4 or (ii) any Property Loss Event with respect to any property of any Group Member, to the extent under clauses (i) and (ii) above collectively result, in the aggregate with all other such Sales and Property Loss Events during the applicable Fiscal Year, in the receipt by any of them of Net Cash Proceeds in excess of $275,000 for any such Fiscal Year, the Issuer shall immediately pay or cause to be paid to the Purchasers an amount equal to 100% of such Net Cash Proceeds; provided, however, that, upon any such receipt, as long as no Event of Default shall be continuing, any Group Member may make Permitted Reinvestments with such Net Cash Proceeds and the Issuer shall not be required to make or cause such payment to the extent (x) such Net Cash Proceeds are intended to be used to make Permitted Reinvestments, (y) on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Issuer shall pay or cause to be paid to the Purchasers an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds and (z) with respect to any such repayment required hereunder in connection with any Sale of any Strategic Venture, any assets thereof or any interest therein, such repayment shall be reduced by an amount equal to (i) the aggregate amount of Investments and Capital Expenditures made in such Strategic Venture funded solely with the proceeds of cash equity contributions, minus (ii) the amount, if any, of losses attributable to such Strategic Venture which have been added back to Consolidated EBITDA.
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Asset Sales and Property Loss Events. Upon receipt on or after the Closing Date by any Group Member of Net Cash Proceeds arising from (i) any Sale by any Group Member of any of its property, including Stock held by it, or any issuance of shares of its own Stock, in each case pursuant to clause (a)(ii), (b)(ii) or (e) of Section 8.4 or that is not permitted by Section 8.4 or (ii) any Property Loss Event with respect to any property of any Group Member, the Borrower shall promptly pay or cause to be paid to the Administrative Agent an amount equal to the lesser of (x) the amount of Obligations outstanding on such date of determination and (y) 100% of such Net Cash Proceeds; provided, that upon any such receipt, as long as no Event of Default shall be continuing, any Group Member may make Permitted Reinvestments with such Net Cash Proceeds and the Borrower shall not be required to make or cause such payment to the extent (x) such Net Cash Proceeds are intended to be used to make Permitted Reinvestments and (y) on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Borrower shall pay or cause to be paid to the Administrative Agent an amount equal to the lesser of (x) the amount of Obligations outstanding on such date of determination and (y) the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds.
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Asset Sales and Property Loss Events. Upon receipt on or after the Closing Date by any Loan Party or any of its Subsidiaries of Net Cash Proceeds arising from (i) any Sale by any Group Member of any of its property other than Sales of its own Stock and Sales of property permitted hereunder in reliance upon any of clauses (a) through (e) of Section 8.4 or (ii) any Property Loss Event with respect to any property of any Group Member to the extent resulting, in the aggregate with all other such Property Loss Events, in the receipt by any of them of Net Cash Proceeds in excess of $1,000,000, the Borrower shall within 3 Business Days pay or cause to be paid to the Administrative Agent an amount equal to 100% of such Net Cash Proceeds; provided, however, that, upon any such receipt, as long as no Event of Default shall then be continuing, any Group Member may make Permitted Reinvestments with such Net Cash Proceeds and the Borrower shall not be required to make or cause such payment to the extent (x) such Net Cash Proceeds are intended to be used to make Permitted Reinvestments and (y) on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Borrower shall pay or cause to be paid to the Administrative Agent an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds.
Sample 1See All (5)
Asset Sales and Property Loss Events. Within three Business Days following the receipt by any U.S. Loan Party of Net Cash Proceeds in the aggregate in excess of $2,000,000 with respect to all transactions described in this Section 2.8(c) arising from (i) any non-ordinary course Disposition by any U.S. Loan Party of any of its Property other than Dispositions of its own Equity Interests and Dispositions of Property permitted hereunder in reliance upon Section 8.4(a), (b)(i) or (d) or (ii) any Property Loss Event with respect to any Property of any U.S. Loan Party, the Borrower shall pay or cause to be paid to the Administrative Agent an amount equal to 100% of such excess Net Cash Proceeds; provided, however, that, upon any such receipt, as long as no Default shall be continuing, any U.S. Loan Party may make Permitted Reinvestments with such Net Cash Proceeds and the Borrower shall not be required to make or cause such payment to be made to the extent (x) such Net Cash Proceeds are intended to be used to make Permitted Reinvestments, (y) the Borrower so notifies the Administrative Agent within one Business Day of such receipt of intention, and (z) on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Borrower shall pay or cause to be paid to the Administrative Agent an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds.
Sample 1Sample 2Sample 3
Asset Sales and Property Loss Events. Upon receipt on or after the Closing Date by any Loan Party or any of its Subsidiaries of Net Cash Proceeds arising from (i) any Sale by any Group Member of any of its property other than Sales of its own Stock and Sales of property permitted hereunder in reliance upon any of clauses (a) through (e) of Section 8.4 or
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Asset Sales and Property Loss Events. Upon receipt on or after the Closing Date by any Loan Party or any of its Subsidiaries of Net Cash Proceeds arising from (i) any Sale of the Eligible Real Property or (ii) any Property Loss Event with respect to the Eligible Real Property, the U.S. Borrowers shall immediately pay or cause to be paid to the Administrative Agent an amount such that the U.S. Revolving Credit Outstandings shall be equal to or less than the amount of the U.S. Borrowing Base (without regard to the Eligible Real Property) minus the Minimum Availability Amount; provided, however, that in the event of a partial Property Loss Event, (i) the U.S. Borrowers shall immediately pay or cause to be paid the insurance proceeds associated with such loss to a segregated account over which the Administrative Agent has a valid perfected Lien for use by the Borrowers solely to repair such loss or damage to property and (ii) the Borrowers shall not be required to pay or cause such proceeds to be paid to the Administrative Agent to the extent (A) the Borrowers reinvest or commit to reinvest such proceeds within 9 months of the occurrence of the partial Property Loss Event and (B) as long as the Borrower is diligently pursuing to repair the loss or damage to such Eligible Real Property. The Borrowers shall deliver to the Administrative Agent within 21 days of such partial Property Loss Event an updated appraisal with respect to such Eligible Real Property.
Sample 1
Asset Sales and Property Loss Events. Upon receipt on or after the Closing Date by any Loan Party or any of its Subsidiaries of Net Cash Proceeds (excluding Net Cash Proceeds received by Beacon Canada to the extent required to reduce the outstanding principal balance of the Canadian Facility Revolving Outstandings in accordance with the Canadian Facility Credit Agreement) arising from (i) any Sale by any Group Member of any of its property other than Sales of its own Stock and Sales of property permitted hereunder in reliance upon any of clauses (a) through (d) of Section 8.4 or (ii) any Property Loss Event with respect to any property of any Group Member to the extent resulting, in the aggregate with all other such Property Loss Events, in the receipt by any of them of Net Cash Proceeds in excess of $2,500,000, the Borrower shall immediately pay or cause to be paid to the Administrative Agent an amount equal to 100% of such Net Cash Proceeds; provided, however, that, upon any such receipt, as long as no Event of Default shall be continuing, any Group Member may make Permitted Reinvestments with such Net Cash Proceeds and the Borrower shall not be required to make or cause such payment to the extent (x) such Net Cash Proceeds are intended to be used to make Permitted Reinvestments and (y) on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Borrower shall pay or cause to be paid to the Administrative Agent an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds.
Sample 1
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Asset Sales and Property Loss Events. Upon receipt on or after the Funding Date by any Loan Party or any of its Subsidiaries of Net Cash Proceeds arising from (i) any Sale of Eligible Real Property or (ii) and Property Loss Event with respect to Eligible Real Property, the Borrowers shall immediately, if requested by the Required Lenders after advance notice thereto, prepay the Term Loan in an amount equal to all such proceeds, net of amounts used to repay and permanently reduce the First Lien Debt; provided, however, that in the event of a partial Property Loss Event with respect to the Eligible Real Property, (i) the Borrowers may in lieu of such prepayment immediately pay or cause to be paid the insurance proceeds associated with such loss to a segregated account over which the Administrative Agent has a valid perfected Lien for use by the Borrowers solely to repair such loss or damage to property and (ii) the Borrowers shall not be required to pay or cause such proceeds to be paid to the Administrative Agent to the extent (A) the Borrowers reinvest or commit to reinvest such proceeds within 9 months of the occurrence of the partial Property Loss Event and (B) the Borrowers diligently pursue repairing the loss or damage to such Eligible Real Property. The Borrowers shall deliver to the Administrative Agent within 21 days of such partial Property Loss Event an updated appraisal with respect to such Eligible Real Property.
Sample 1

Related to Asset Sales and Property Loss Events

  • Property Cash Flow Allocation (a) During any Cash Management Period, all Rents deposited into the Deposit Account during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority:

  • After Acquired Real Property Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset (each such interest being an “After Acquired Property”), as soon as reasonably practicable so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value. The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of the Real Property Deliverables referred to below. Upon receipt of such notice, the Loan Party that has acquired such After Acquired Property shall furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, duly executed by such Loan Party and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”). The Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket fees and expenses of one outside counsel and one local counsel in each relevant jurisdiction, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o).

  • Asset Sales (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

  • After-Acquired Property If any Pledgor shall at any time after the date hereof (i) obtain any rights to any additional Intellectual Property Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions hereof shall automatically apply thereto and any such item enumerated in the preceding clause (i) or (ii) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly provide to the Collateral Agent written notice of any of the foregoing and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution of an instrument in form reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary to create, preserve, protect or perfect the Collateral Agent’s security interest in such Intellectual Property Collateral. Further, each Pledgor authorizes the Collateral Agent to modify this Agreement by amending Schedules 12(a) and 12(b) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereof.

  • Casualty Losses In the event that more than twenty-five (25%) of the square footage of the demised premises is damaged, destroyed, or rendered untenantable by fire or other casualty, Landlord may elect to terminate this lease by giving notice of such election to Tenant on or before the day which is ninety (90) days after such fire or other casualty, stating the date of termination, which termination shall be not more than thirty (30) days nor less than twenty-one (21) days after the date on which such notice of termination shall have been given; and (1) upon the date specified in such notice this lease and the term hereof shall cease and expire; and (2) any fixed annual rent and additional rent paid for a period after such date of termination shall be refunded to Tenant upon demand. If the leased premises are damaged or destroyed in whole or in part by fire or other casualty and the Tenant(s) do not want to terminate the lease, then the obligations of Tenant to pay fixed rent and to perform all of the other covenants and agreements on the part of Tenant to be performed pursuant to this shall not be diminished or affected.

  • CASUALTY LOSS AND CONDEMNATION If, prior to Closing, the Property or any part thereof shall be condemned, or destroyed or materially damaged by fire or other casualty (that is, damage or destruction which Purchaser reasonably believes could be in excess of $25,000.00), Purchaser shall have the option either to terminate this Agreement or to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has not received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall assign all insurance claims pertaining to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller prior to Closing. If Purchaser elects to terminate this Agreement, this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights or obligations under this Agreement, except for those obligations which specifically survive termination of this Agreement. If there is any other damage or destruction (that is, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) to the Property or any part thereof, Seller shall either repair such damage prior to Closing or, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s) and uninsured amounts applicable thereto.

  • Asset Dispositions Make any Asset Disposition except:

  • Casualty Loss If in Owner’s reasonable judgment the premises or the Property is materially damaged by fire or other casualty, Owner may terminate this Agreement within a reasonable time after such determination, by written notice to Resident, in which case Owner will refund prorated, pre-paid rent and all deposits less lawful deductions unless Resident and/or Resident’s guest(s) caused the casualty, in which case all funds on account will be applied to all applicable charges related to the damages and Resident will be responsible for the balance of all charges for repairs. If following a fire or other casualty Owner has not elected to terminate this Agreement, Owner will rebuild the damaged areas within a reasonable time, and during such reconstruction, Resident will be provided a reasonable rent reduction for the unusable portion of the premises unless Resident and/or Resident’s guest(s) caused the casualty.

  • Existence; Businesses and Properties (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.05.

  • Operating Cash Flow As used in this Agreement, “Operating Cash Flow” shall mean and be defined, for any fiscal period, as all cash receipts of the Partnership from whatever source (but excluding Capital Cash Flow and excluding the proceeds of any Capital Contributions to the Partnership) during such period in question in excess of all items of Partnership expense (other than non-cash expenses such as depreciation) and other cash needs of the Partnership, including, without limitation, amounts paid by the Partnership as principal on debts and advances, during such period, capital expenditures and any reserves (as determined by the Managing General Partner) established or increased during such period. Operating Cash Flow shall be distributed to or for the benefit of the Partners of record as of the applicable record date not less frequently than quarterly, and shall be allocated among the Partners as follows:

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