Common use of Calculations of Net Proceeds Amounts; Additional Prepayments and Reductions Based on Subsequent Calculations Clause in Contracts

Calculations of Net Proceeds Amounts; Additional Prepayments and Reductions Based on Subsequent Calculations. Company shall provide Administrative Agent with not less than ten Business Days’ prior written notice by delivery of a Notice of Prepayment or prior telephonic notice promptly confirmed in writing by the delivery of a Notice of Prepayment, of any prepayment of the Term Loans pursuant to subsections 2.4B(iii)(a)-(d). Such written or telephonic notice shall be irrevocable and Company shall be bound to make the mandatory prepayment referenced in such notice on the date indicated in such notice. Administrative Agent shall promptly notify each Lender of such prepayment and of the amount of the prepayment proposed to be applied to such Lender’s Term Loans. Concurrently with any prepayment of the Term Loans pursuant to subsections 2.4B(iii)(a)-(d), Company shall deliver to Administrative Agent an Officer’s Certificate demonstrating the calculation of the amount of the applicable Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, Net Indebtedness Proceeds or Consolidated Excess Cash Flow, as the case may be, that gave rise to such prepayment. In the event that Company shall subsequently determine that the actual amount was greater than the amount set forth in such Officer’s Certificate, Company shall promptly make an additional prepayment of the Term Loans in an amount equal to the amount of such excess, and Company shall concurrently therewith deliver to Administrative Agent an Officer’s Certificate demonstrating the derivation of the additional amount resulting in such excess.

Calculations of Net Proceeds Amounts; Additional Prepayments and Reductions Based on Subsequent Calculations. Company shall provide Administrative Agent with not less than ten Business Days’ prior written notice by delivery of a Notice of Prepayment or prior telephonic notice promptly confirmed in writing by the delivery of a Notice of Prepayment, of any prepayment of the Term Loans pursuant to subsections 2.4B(iii)(a)-(d). Such written or telephonic notice shall be irrevocable and Company shall be bound to make the mandatory prepayment referenced in such notice on the date indicated in such notice. Administrative Agent shall promptly notify each Lender of such prepayment and of the amount of the prepayment proposed to be applied to such Lender’s Term Loans. Concurrently with any prepayment of the Term Loans and/or reduction of the Revolving Loan Commitments pursuant to subsections 2.4B(iii)(a)-(d)) and on the date any such prepayment and/or reduction would have been required to be made pursuant to subsections 2.4B(iii)(a) or 2.4B(iii)(b) but for the application of the provisos to such subsections, Company shall deliver to Administrative Agent an Officer’s Certificate demonstrating the calculation of the amount (the “Net Proceeds Amount”) of the applicable Net Asset Sale Proceeds, Proceeds or Net Insurance/Condemnation Proceeds, or Net Indebtedness Securities Proceeds (as such term is defined in subsection 2.4B(iii)(c)), or the applicable Consolidated Excess Cash Flow, as the case may bebe (and which, that gave rise in the case of Consolidated Excess Cash Flow, may be the Officer’s Certificate delivered pursuant to subsection 6.1(iii) with respect to the financial statements for the Fiscal Year to which such prepaymentexcess cash flow relates if such Officer’s Certificate contains the required information). In the event that Company shall subsequently determine that the actual amount Net Proceeds Amount was greater than the amount set forth in such Officer’s Certificate, Company shall promptly make an additional prepayment of the Term Loans (and/or, if applicable, the Revolving Loan Commitments shall be permanently reduced) in an amount equal to the amount of such excess, and Company shall concurrently therewith deliver to Administrative Agent an Officer’s Certificate demonstrating the derivation of the additional amount Net Proceeds Amount resulting in such excess.

Calculations of Net Proceeds Amounts; Additional Prepayments and Reductions Based on Subsequent Calculations. Company shall provide Administrative Agent with not less than ten Business Days’ prior written notice by delivery of a Notice of Prepayment or prior telephonic notice promptly confirmed in writing by the delivery of a Notice of Prepayment, of any prepayment of the Term Loans pursuant to subsections 2.4B(iii)(a)-(d). Such written or telephonic notice shall be irrevocable and Company shall be bound to make the mandatory prepayment referenced in such notice on the date indicated in such notice. Administrative Agent shall promptly notify each Lender of such prepayment and of the amount of the prepayment proposed to be applied to such Lender’s Term Loans. Concurrently with any prepayment of the Term Loans pursuant to subsections 2.4B(iii)(a)-(d), Company Borrower shall deliver to Administrative Agent (and, promptly after receipt from Borrower, Administrative Agent shall deliver to Lenders) an Officer’s Certificate demonstrating the calculation of the amount (the “Net Proceeds Amount”) of the applicable Net Asset Sale Cash Proceeds, the applicable Net Insurance/Condemnation ProceedsDebt Securities Proceeds (as such term is defined in subsection 2.4B(iii)(b)), the applicable Net Indebtedness Insurance Proceeds (as such term is defined in subsection 2.4B(iii)(c) together with a description of the assets which are the subject of such insurance payment), or the applicable Consolidated Excess Cash Flow, as the case may be, that gave rise to such prepaymentprepayment and/or reduction. In the event that Company Borrower shall subsequently determine that the actual amount Net Proceeds Amount was greater than the amount set forth in such Officer’s CertificateCertificate (including if any Net Cash Proceeds retained for reinvestment are not so reinvested), Company Borrower shall promptly make an additional prepayment of the Term Loans in an amount equal to the amount of such excessexcess in the manner specified in subsection 2.4B(iv)(b), and Company Borrower shall concurrently therewith deliver to Administrative Agent an Officer’s Certificate demonstrating the derivation of the additional amount Net Proceeds Amount resulting in such excess. Anything in this Agreement to the contrary notwithstanding, if on any date of determination any Net Proceeds Amount received by any Credit Party is less than One Million Dollars ($1,000,000), then such Net Proceeds Amount need not be applied as set forth above until the aggregate amount of all Net Proceeds Amounts received and not so applied is equal to at least One Million Dollars ($1,000,000) in the aggregate.

Calculations of Net Proceeds Amounts; Additional Prepayments and Reductions Based on Subsequent Calculations. Company shall provide Administrative Agent with not less than ten one Business Days’ Day’s prior written notice by delivery of a Notice of Prepayment or prior telephonic notice promptly confirmed in writing by the delivery of a Notice of Prepayment, of any prepayment of the Term Loans pursuant to subsections 2.4B(iii)(a)-(d2.4B(iii)(a)-(e). Such written or telephonic notice shall be irrevocable and Company shall be bound to make the mandatory prepayment referenced in such notice on the date indicated in such notice. Administrative Agent shall promptly notify each Lender of such prepayment and of the amount of the prepayment proposed to be applied to such Lender’s Term Loans. Concurrently with any prepayment of the Term Loans and/or reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(a)-(d2.4B(iii)(a)-(e), Company shall deliver to Administrative Agent an Officer’s Certificate demonstrating the calculation of the amount of the applicable Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, Net Indebtedness Proceeds Securities Proceeds, or Consolidated Excess Cash Flow, as the case may be, that gave rise to such prepaymentprepayment and/or reduction. In the event that Company shall subsequently determine that the actual amount was greater than the amount set forth in such Officer’s Certificate, Company shall promptly make an additional prepayment of the Term Loans (and/or, if applicable, the Revolving Loan Commitment Amount shall be permanently reduced) in an amount equal to the amount of such excess, and Company shall concurrently therewith deliver to Administrative Agent an Officer’s Certificate demonstrating the derivation of the additional amount resulting in such excess.

Calculations of Net Proceeds Amounts; Additional Prepayments and Reductions Based on Subsequent Calculations. Company shall provide Administrative Agent with not less than ten three Business Days’ prior written notice by delivery of a Notice of Prepayment or prior telephonic notice promptly confirmed in writing by the delivery of a Notice of Prepayment, of any prepayment of the Term Loans pursuant to subsections 2.4B(iii)(a)-(d2.4B(iii)(a)-(e). Such written or telephonic notice shall be irrevocable and Company shall be bound to make the mandatory prepayment referenced in such notice on the date indicated in such notice. Administrative Agent shall promptly notify each Lender of such prepayment and of the amount of the prepayment proposed to be applied to such Lender’s Term Loans. Concurrently with any prepayment of the Term Loans and/or reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(a)-(d2.4B(iii)(a)-(e), Company shall deliver to Administrative Agent an Officer’s Certificate demonstrating the calculation of the amount of the applicable Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, Net Indebtedness Proceeds Securities Proceeds, or Consolidated Excess Cash Flow, as the case may be, that gave rise to such prepaymentprepayment and/or reduction. In the event that Company shall subsequently determine that the actual amount was greater than the amount set forth in such Officer’s Certificate, Company shall promptly make an additional prepayment of the Term Loans (and/or, if applicable, the Revolving Loan Commitment Amount shall be permanently reduced) in an amount equal to the amount of such excess, and Company shall concurrently therewith deliver to Administrative Agent an Officer’s Certificate demonstrating the derivation of the additional amount resulting in such excess.

Calculations of Net Proceeds Amounts; Additional Prepayments and Reductions Based on Subsequent Calculations. The Company shall provide Administrative Agent with not less than ten three Business Days’ ' prior written notice by delivery of a Notice of Prepayment or prior telephonic notice promptly confirmed in writing by the delivery of a Notice of Prepayment, of any prepayment of the Term Loans pursuant to subsections 2.4B(iii)(a)-(d). Such written or telephonic notice 2.4B(ii)(a)-(f) which notice, if given by telephone, shall be irrevocable and Company shall be bound promptly confirmed in writing to make the mandatory prepayment referenced in such notice on the date indicated in such noticeAdministrative Agent. Administrative Agent shall promptly notify each Lender of such prepayment and of the amount of the prepayment proposed to be applied to such Lender’s Term 's Loans. Concurrently with any prepayment of the Term Loans pursuant to subsections 2.4B(iii)(a)-(d2.4B(ii)(a)-(f), the Company shall deliver to Administrative Agent an Officer’s 's Certificate demonstrating the calculation of the amount of the applicable Net Asset Sale ProceedsAvailable Cash, Net Insurance/Condemnation Proceeds, Net Indebtedness Proceeds or Cash Proceeds, Consolidated Excess Cash FlowFlow or Extraordinary Receipts, as the case may be, that gave rise to such prepaymentprepayment and/or reduction. In the event that Company shall subsequently determine that the actual amount was greater than the amount set forth in such Officer’s 's Certificate, the Company shall promptly make an additional prepayment of the Term Loans in an amount equal to the amount of such excess, and Company shall concurrently therewith deliver to Administrative Agent an Officer’s 's Certificate demonstrating the derivation of the additional amount resulting in such excessexcess (it being understood that any such additional prepayment or additional certificate shall not constitute a waiver of any Event of Default).

Calculations of Net Proceeds Amounts; Additional Prepayments and Reductions Based on Subsequent Calculations. Company shall provide Administrative Agent with not less than ten three Business Days’ ' prior written notice by delivery of a Notice of Prepayment or prior telephonic notice promptly confirmed in writing by the delivery of a Notice of Prepayment, of any prepayment of the Term Loans pursuant to subsections 2.4B(iii)(a)-(d2.4B(iii)(a)-(e). Such written or telephonic notice , which notice, if given by telephone, shall be irrevocable and Company shall be bound promptly confirmed in writing to make the mandatory prepayment referenced in such notice on the date indicated in such noticeAdministrative Agent. Administrative Agent shall promptly notify each Lender of such prepayment and of the amount of the prepayment proposed to be applied to such Lender’s Term 's Loans. Concurrently with any prepayment of the Term Loans and/or reduction of the Revolving Loan Commitments pursuant to subsections 2.4B(iii)(a)-(d2.4B(iii)(a)-(e), Company shall deliver to Administrative Agent an Officer’s 's Certificate demonstrating the calculation of the amount of the applicable Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, Net Indebtedness Proceeds Securities Proceeds, or Consolidated Excess Cash Flow, as the case may be, that gave rise to such prepaymentprepayment and/or reduction. In the event that Company shall subsequently determine that the actual amount was greater than the amount set forth in such Officer’s 's Certificate, Company shall promptly make an additional prepayment of the Term Loans (and/or, if applicable, the Revolving Loan Commitments shall be permanently reduced) in an amount equal to the amount of such excess, and Company shall concurrently therewith deliver to Administrative Agent an Officer’s 's Certificate demonstrating the derivation of the additional amount resulting in such excess.