Asset Sales; Casualty Events. If the Borrower or any Loan Party,
Asset Sales; Casualty Events. If any Asset Sale or Casualty Event (or series of related Asset Sales or Casualty Events) (“Relevant Transaction”) results in the receipt by any Borrower Party of aggregate Net Cash Proceeds in excess of the greater of $20,400,000 and 10.0% of Four Quarter Consolidated EBITDA (the “Disposition Threshold”), then, except to the extent the Borrower elects to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 7.04, the Borrower shall prepay, subject to Section 2.05(b)(viii), an aggregate principal amount of Term Loans in an amount equal to 100.0% (as may be adjusted pursuant to the second proviso below) of the Net Cash Proceeds received from such Relevant Transaction within 15 Business Days of receipt thereof (or within 15 Business Days after the later of the date the threshold referred to above is first exceeded and the date the relevant Net Cash Proceeds are received) by any Borrower Party; provided that the Borrower may use a portion of the Net Cash Proceeds received from such Relevant Transaction to prepay or repurchase any other Indebtedness that is pari passu in right of payment and security with the Initial Term Loans to the extent such other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof with the proceeds of such Relevant Transaction, to the extent not deducted in the calculation of Net Cash Proceeds, in each case in an amount not to exceed the product of (1) the amount of such Net Cash Proceeds and (2) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness (or to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with Section 1.08) and the denominator of which is the aggregate outstanding principal amount of Term Loans and such other Indebtedness (or to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with Article I); provided, further, that such prepayment percentage shall be reduced from 100.0% to 50.0% and to 0.0% if, on a Pro Forma Basis after giving effect to such Asset Sale or Casualty Event, as the case may be, and the use of proceeds therefrom, the Consolidated First Lien Net Leverage Ratio would be equal to or less than 4.25:1.00 or 3.75:1.00, respectively (any Net Cash Proceed...
Asset Sales; Casualty Events. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:
Asset Sales; Casualty Events. If the Borrower or any Restricted Subsidiary,
Asset Sales; Casualty Events. No later than the fifth (5th) Business Days following the date of receipt (or the date on which such amounts become Net Cash Proceeds by virtue of the expiration of a Reinvestment Period) by the Parent or any of its Restricted Subsidiaries of any Net Cash Proceeds in respect of any Asset Sale or Casualty Event, the Parent shall cause the Borrower or the applicable Restricted Subsidiary to apply an amount equal to (i) 100% of such Net Cash Proceeds in respect of any Asset Sale and (ii) 100% of such Net Cash Proceeds in excess of $30,000,000 in respect of any Casualty Event, to prepay outstanding Loans. Pending the final application of any such Net Cash Proceeds, the Parent or the applicable Restricted Subsidiary may apply such Net Cash Proceeds temporarily to reduce the Indebtedness outstanding under a revolving credit facility or otherwise invest the Net Cash Proceeds in any manner that is not prohibited hereunder.
Asset Sales; Casualty Events. If, following the Amendment No. 2 Effective Date, the Borrower or any of its Subsidiaries (i) makes any Asset Sale or (ii) receives any Net Cash Proceeds from a Casualty Event, the Borrower shall apply an amount equal to 100% of such Net Cash Proceeds received by the Borrower or its Subsidiary, as applicable, therefrom to the prepayment of Term Loans in accordance with Section 2.10(b)(iv) on or prior to the date which is five (5) Business Days after the receipt of such Net Cash Proceeds; provided that:
Asset Sales; Casualty Events. On and after the Closing Date, not later than three (3) Business Days following the receipt of any Net Cash Proceeds of any Asset Sale or any Casualty Event by the Designated Company or any of its Restricted Subsidiaries, the Borrower shall make prepayments of the Term Loans in accordance with Section 2.10(g) and (h) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, that if at the time that any such prepayment would be required, the Borrower is required to prepay or offer to repurchase:
Asset Sales; Casualty Events. If any Loan Party (a) Disposes of any property or assets pursuant to the General Asset Sale Basket or (b) any Casualty Event occurs with respect to property or assets of a Loan Party, in each case which results in receipt by the Borrower or any Restricted Subsidiary of Net Proceeds in excess of the greater of $5,000,000 in any fiscal year (the “Asset Sale Sweep Threshold”), then the Borrower shall cause to be offered to be prepaid, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any other Loan Party of such Net Proceeds, subject to clauses (b)(ix), (b)(x) and (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to 100% of the entire amount of such Net Proceeds (it being understood and agreed that if such Net Proceeds in any fiscal year are not in excess of the Asset Sale Sweep Threshold, then such Net Proceeds may be retained by the Borrower or Restricted Subsidiary, as applicable).
Asset Sales; Casualty Events. If a Borrower or any Loan Party, (A) Disposes of any property or assets pursuant to the General Asset Sale Basket (other than Dispositions of obsolete or worn out property, dispositions in the ordinary course of business and dispositions of assets no longer determined by the US Borrower to be used or useful in its business), or (B) any Casualty Event occurs with respect to property or assets, which in either case results in the realization or receipt by such Borrower or such Loan Party of Net Cash Proceeds, the Borrowers shall prepay on or prior to the date which is ten Business Days after the date of the realization or receipt of such Net Cash Proceeds in excess of $10,000,000 for any transaction or series of related transactions, subject to Sections 2.07(b)(v) and 2.07(b)(vi), an aggregate principal amount of Initial Term Loans and any other Term Loans (unless such prepayment is not required pursuant to the terms of such other Term Loans) equal to the Asset Sale Prepayment Percentage of such Net Cash Proceeds realized or received; provided that if at the time that any such prepayment would be required, the Borrowers are required to repay or repurchase or to offer to repurchase or repay Pari Passu Lien Debt pursuant to the terms of the documentation governing such Indebtedness with the proceeds of such Disposition or Casualty Event (such Pari Passu Lien Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Indebtedness”), then the Borrowers may apply such Net Cash Proceeds on a pro rata basis to the prepayment of the Term Loans and to the repayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.07(b)(ii) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds
Asset Sales; Casualty Events. (a) Effect any Asset Sale, or agree to effect any Asset Sale, except that the following shall be permitted:
