Discretionary Dispositions Sample Clauses

Discretionary Dispositions. The Borrowers, in addition to any other sale, disposition or release permitted under this Section 11.4 or any termination or assignment permitted under Sections 5.21(A) and 5.9, may dispose of, terminate or assign, Sites (a “Discretionary Release”) representing an aggregate Allocated Loan Amount no greater than 2% of the aggregate original Component Principal Balance of all Components then outstanding without consent or conditions. Discretionary Releases in excess of the 2% cap up to a cap of 10% of the aggregate original Component Principal Balance of all Components of the Loan then outstanding shall be permitted subject to satisfaction of either of the following conditions (i) or (ii) and all other conditions set forth in this Section 11.4(E): (i) Prepayment of the Loan in an amount equal to the Release Price on the date proposed for such disposition, termination, or assignment, together with any Yield Maintenance due on a prepayment made on such date required by Section 2.6, or (ii) Lender shall have received written notice of such Discretionary Release at least thirty (30) days prior to such Discretionary Release and confirmation from the Borrowers set forth in such notice that an amount equal to the Release Price for the Site or Sites to be released shall be deposited by the Borrowers into the Liquidated Tower Replacement Account within twelve (12) months of the Discretionary Release. The Borrowers are obligated to use any and all amounts in the Liquidated Tower Replacement Account for the acquisition of Additional Sites within twelve (12) months of the deposit of any monies therein, on satisfaction of the requirements of Section 11.7 for the Additional Sites. If the Borrowers fail to use such amounts deposited in the Liquidated Tower Replacement Account within such twelve (12) month period, the Borrowers shall be required to prepay the Loan in the amount of the Release Price (together with any applicable Yield Maintenance) with respect to the released Sites corresponding to the unused portions on deposit in the Liquidated Tower Replacement Account. (iii) The Borrowers shall, at their sole expense, prepare any and all documents and instruments necessary to effect such disposition, all of which shall be subject to the reasonable approval of Lender, and the Borrowers shall pay all costs reasonably incurred by Lender (including, but not limited to, reasonable attorneys’ fees and disbursements, title search costs or endorsement premiums) in connection wit...
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Discretionary Dispositions. The Borrowers, in addition to any other sale, disposition or release permitted under this Section 11.4 or any termination or assignment permitted under Sections 5.21(A) and 5.9, may, dispose of, terminate or assign, during any twelve month period, Sites representing an aggregate Allocated Loan Amount no greater than 1.5% of the aggregate original Component Principal Balance of all Components then outstanding, upon prepayment of the Loan in an amount equal to the Release Price on the date proposed for such disposition, termination, or assignment, together with any Yield Maintenance due on a prepayment made on such date required by Section 2.6 (but, for avoidance of doubt, without any obligation to satisfy any other conditions whatsoever). The Borrowers shall, at their sole expense, prepare any and all documents and instruments necessary to effect the Release, all of which shall be subject to the reasonable approval of Lender, and the Borrowers shall pay all costs reasonably incurred by Lender (including, but not limited to, reasonable attorneys’ fees and disbursements, title search costs or endorsement premiums) in connection with the review, execution and delivery of the Release). Lender shall promptly upon request execute, acknowledge and deliver to Borrowers such Release with respect to such Sites.
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Related to Discretionary Dispositions

  • Dispositions and Involuntary Dispositions Subject to Section 2.06(b)(ii)(D) and the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or Replacement Amendment, the Borrower will prepay the Term Loans (if any) on the fifth Business Day following receipt of Net Cash Proceeds in an amount equal to 100% of the Net Cash Proceeds received from any Disposition pursuant Section 8.05(b) or any Involuntary Disposition by the Borrower or any Restricted Subsidiary; provided that if (x) the Borrower delivers, no later than the last day of such five Business Day period following receipt, a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower or any Restricted Subsidiary and (y) no Default or Event of Default shall have occurred and be continuing at the time of such certificate or at the proposed time of the application of such proceeds, and such proceeds shall not be required to be applied to prepay the Term Loans except to the extent such proceeds are not so reinvested within (A) twelve (12) months following receipt of such Net Cash Proceeds or (B) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereof, the later of (I) twelve (12) months following receipt thereof and (II) one hundred eighty (180) days after the end of such 12-month period.

  • Data Disposition When the contracted work has been completed or when the Data is no longer needed, except as noted above in Section 5.b, Data shall be returned to DSHS or destroyed. Media on which Data may be stored and associated acceptable methods of destruction are as follows: Data stored on: Will be destroyed by:

  • Nature of Return or Disposition Disposition shall be by destruction or deletion of data. Return shall be by a transfer of data. The data shall be transferred to the following site as follows:

  • No Dispositions Except for the transfer of assets in the ordinary course of business consistent with prior practice, no party shall sell, lease, encumber or otherwise dispose of, or agree to sell, lease, encumber or otherwise dispose of, any of its assets, which are material, individually or in the aggregate, to such party.

  • Discontinued Disposition By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company agrees and acknowledges that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be subject to the provisions of Section 2(d).

  • Final Disposition Notwithstanding any other provision in this Agreement, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

  • Asset Dispositions, etc The Borrower will not, and will not permit any of its Subsidiaries to, sell, transfer, contribute or otherwise convey, or grant options, warrants or other rights with respect to, all or substantially all of the assets of (a) the Borrower or (b) the Subsidiaries of the Borrower, taken as a whole, except sales of assets between or among the Borrower and Subsidiaries of the Borrower.

  • Asset Dispositions Make any Asset Disposition, except: (a) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower or any of its Restricted Subsidiaries; (i) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Borrower and its Subsidiaries, (ii) exclusive licenses and sublicenses of intellectual property rights and other Asset Dispositions with respect to intellectual property granted or made in the ordinary course of business consistent with past practice or (iii) exclusive licenses and sublicenses, assignments of intellectual property rights and other Asset Dispositions with respect to intellectual property granted or made in the exercise of the Borrower’s reasonable business judgment, where such exclusive license, assignment or other Asset Disposition is not reasonably expected to have a Material Adverse Effect; (c) leases, subleases, licenses or sublicenses of real or personal property granted by the Borrower or any of its Restricted Subsidiaries to others in the ordinary course of business not interfering in any material respect with the business of the Borrower or any of its Restricted Subsidiaries; (d) Asset Dispositions in connection with Insurance and Condemnation Events; provided that the requirements of Section 4.4(b) are complied with in connection therewith; (e) Assets Dispositions in connection with transactions expressly permitted by Section 9.4; (f) Asset Dispositions not otherwise permitted pursuant to this Section; provided that (i) at the time of such Asset Disposition, no Event of Default shall exist or would result from such Asset Disposition and (ii) such Asset Disposition is made for Fair Market Value and the consideration received shall not be less than 75% in cash or Cash Equivalents; and (g) Asset Dispositions of accounts receivable transferred as part of a Permitted A/R Financing.

  • Timing of Return or Disposition Data shall be returned or disposed of by the following date: As soon as commercially practicable By the following agreed upon date:

  • No Acquisitions or Dispositions (i) There are no contracts, letters of intent, term sheets, agreements, arrangements or understandings with respect to the direct or indirect acquisition or disposition by any of the Company or its subsidiaries of interests in assets or real property that are required to be described in the Registration Statement and the Prospectus that are not so described; and (ii) except as described in the Registration Statement and the Prospectus, neither the Company nor any of its subsidiaries has sold any real property to a third party during the immediately preceding twelve (12) calendar months, except for such sales as would not reasonably be expected to have a Material Adverse Effect.

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