Disposition of Proceeds of Asset Sales. The Company shall not, and shall not permit any Restricted Subsidiary or Permitted Joint Venture to, directly or indirectly, consummate any Asset Sale unless:
(a) the Company or the applicable Restricted Subsidiary or Permitted Joint Venture, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of;
(b) at least 80% of such consideration received by the Company, the Restricted Subsidiary or Permitted Joint Venture, as the case may be, from such Asset Sale is cash or Cash Equivalents (other than in the case where the Company, a Restricted Subsidiary or a Permitted Joint Venture is exchanging all or substantially all of the assets of one or more geographic service areas operated by the Company, such Restricted Subsidiary or a Permitted Joint Venture (including by way of the transfer of Capital Stock) for all or substantially all the assets (including by way of the transfer of Capital Stock) constituting one or more geographic service areas operated by another Person (each, a "Permitted Exchange"), in which event the foregoing requirement with respect to the receipt of cash or Cash Equivalents shall not apply) and is received at the time of such disposition; and
(c) upon the consummation of an Asset Sale (other than any Permitted Exchange), the Company applies, or causes such Restricted Subsidiary or Permitted Joint Venture to apply, or enters into, or causes such Restricted Subsidiary or Permitted Joint Venture to enter into, a binding commitment to apply, any Net Cash Proceeds within 180 days of receipt thereof (it being understood that any binding commitment to so apply must be consummated within 240 days of such receipt) either (i) to reinvest in Productive Assets, or (ii) to repay or prepay permanently Indebtedness (other than non-recourse Indebtedness) of any Restricted Subsidiary or Permitted Joint Venture (which repayment or prepayment shall be accompanied by a permanent reduction of the commitment to lend the amount so repaid or prepaid in the case of any revolving credit facility), or (iii) to repay or prepay permanently any Indebtedness of the Company that is secured by a Lien permitted to be incurred pursuant to Section 4.11 (which repayment or prepayment shall be accompanied by a permanent reduction of the commitment to lend the amount so repaid or prepaid in the case of any revolving credit facility), or (iv) to the extent not applied pursuant to...
Disposition of Proceeds of Asset Sales. The Company shall not, and shall not permit any Restricted Subsidiary or Restricted Affiliate to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary or such Restricted Affiliate, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash or Cash Equivalents; provided that the amount of any liabilities (other than Subordinated Indebtedness or Indebtedness of a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases the Company or such Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability shall be treated as cash for purposes of this Section 10.
Disposition of Proceeds of Asset Sales. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless:
(i) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed;
(ii) at least 80% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale is cash or Cash Equivalents and is received at the time of such disposition; provided that, for purposes of this Section 4.13 "cash" shall include the -------- amount of any liabilities of the Company or a Restricted Subsidiary that are assumed by the transferee of assets in such Asset Sale (excluding any liability incurred in connection with or in anticipation of such Asset Sale), but only to the extent that such assumption is without further recourse to the Company and the Restricted Subsidiaries; and
Disposition of Proceeds of Asset Sales. The Company shall not, and shall not permit any of its Subsidiaries to, make any Asset Sale unless (i) such Asset Sale is for Fair Market Value, (ii) the proceeds therefrom consist of at least 85% in cash and/or Cash Equivalents, (iii) if such Asset Sale involves Collateral it shall be made in compliance with the provisions of Article XI, and (iv) the Company shall commit to apply the Net Cash Proceeds of such Asset Sale within 270 days of receipt thereof, and shall apply such Net Cash Proceeds within 360 days of receipt thereof, as follows:
Disposition of Proceeds of Asset Sales. (a) The Borrower will not, and will not permit any of the Restricted Subsidiaries to, consummate an Asset Sale of Collateral unless (i) such Asset Sale of Collateral is for Fair Market Value, (ii) in the case of an Asset Sale involving Collateral valued at $2.0 million or more such Fair Market Value is evidenced by a certificate of an Independent Appraiser or an Independent Financial Advisor (as applicable), (iii) 100% of the proceeds of such Asset Sale of Collateral consist of cash and/or Cash Equivalents, (iv) such Asset Sale of Collateral shall be in compliance with the applicable provisions of the Security Documents and the Subordination Agreement and (v) the Borrower shall apply the Net Cash Proceeds of such Asset Sale of Collateral after receipt thereof in accordance with the priorities set forth in the Subordination Agreement.
Disposition of Proceeds of Asset Sales. The Company shall not, and shall not permit any Subsidiary to, directly or indirectly, make any Asset Sale unless (i) the Company or such Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (as determined by the Board of Directors whose good faith determination shall be conclusive and evidenced by a board resolution) of the assets subject to such Asset Sale and (ii) at least 90% of the consideration for any such Asset Sale consists of cash. The Net Cash Proceeds of and any instruments received in consideration of any Asset Sale shall be deposited with the Collateral Agent in accordance with Section 6.5 of the Security Agreement as additional Collateral to secure the Senior Secured Notes; provided that up to $2,000,000, cumulatively and in the aggregate, of such Net Cash Proceeds may be used by the Company in connection with the Capital Expenditures described on SCHEDULE I to the Second Supplemental Indenture and Amendment to Notes. All proceeds from Asset Sales shall remain subject to the applicable provisions of the applicable Security Documents and all sales and other dispositions of Collateral by or on behalf of or at the direction of the Collateral Agent, which sales or dispositions constitute an Asset Sale, shall be solely governed by the provisions of the Security Documents.
SECTION 1.05. Section 4.09 of the Indenture is hereby amended in its entirety to read as follows:
Disposition of Proceeds of Asset Sales. (a) The Company will not, and will not permit any of its Subsidiaries to, make any Asset Sale unless:
(1) the Company or such Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of; and
(2) at least 70% of such consideration consists of cash or Cash Equivalents.
(b) To the extent the Net Cash Proceeds of any Asset Sale are not applied to repay (including by way of cash collateralization of outstanding letters of credit) borrowings under the Credit Agreement, as then in effect, or to repay or acquire other Senior Indebtedness, subject to the conditions described below, the Company or such Subsidiary, as the case may be, may, within fifteen months of such Asset Sale, apply the Net Cash Proceeds from such Asset Sale to an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Subsidiaries existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets");
(c) Any Net Cash Proceeds from any Asset Sale that are not used to repay, borrowings under the Credit Agreement or to repay or acquire other Senior Indebtedness or that are not invested in Replacement Assets within the fifteen-month period described above shall constitute "Excess
Disposition of Proceeds of Asset Sales. Except as provided for in Section 10.22, the Company will not, and will not permit any of its Subsidiaries to, make any Asset Sale unless
(i) the Company or such Subsidiary, as the case may be, receives consideration (including by way of the purchaser assuming Indebtedness of the Company or any of its Subsidiaries) at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of,
(ii) if the Fair Market Value of such Asset Sale exceeds $25,000,000, at least 75% of such consideration consists of cash (including cash to be received after the date of such sale pursuant to a lease not giving rise to a Capital Lease Obligation), Cash Equivalents or the assumption of Indebtedness of the Company or any of its Subsidiaries by the purchaser, provided that, in the event of a sale by the Company or any of its Subsidiaries of a hotel, the Fair Market Value of which exceeds $25,000,000, at least 75% of such consideration consists of (A) cash (including cash to be received after the date of such sale pursuant to a lease not giving rise to a Capital Lease Obligation), (B) Cash Equivalents, (C) the assumption of Indebtedness of the Company or any of its Subsidiaries by the purchaser or (D) Indebtedness of the purchaser or any Subsidiary of the purchaser secured by a perfected first mortgage on the hotel being sold, and
(iii) no Default or Event of Default exists or would exist after giving effect to such Asset Sale.
Disposition of Proceeds of Asset Sales. The Company shall not, and shall not permit any Restricted Subsidiary or Permitted Joint Venture to, directly or indirectly, consummate any Asset Sale unless:
(a) the Company or the applicable Restricted Subsidiary or Permitted Joint Venture, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of; (b) at least 80% of such consideration received by the Company, the Restricted Subsidiary or Permitted Joint Venture, as the case may be, from such Asset Sale is cash or Cash Equivalents (other than in the case where the Company, a Restricted Subsidiary or a Permitted Joint Venture is exchanging all or substantially all of the assets of one or more geographic service areas operated by the Company, such Restricted Subsidiary or a Permitted Joint Venture (including by way of the transfer of Capital Stock) for all or substantially all the assets (including by way of the transfer of Capital Stock) constituting one or more geographic service areas operated by another Person (each, a "Permitted Exchange"), in which event the foregoing requirement with respect to the receipt of cash or Cash Equivalents shall not apply) and is received at the time of such disposition; and
Disposition of Proceeds of Asset Sales. (a) The Company will not, and will not permit any of its Subsidiaries to, engage in any Asset Sale unless such Asset Sale is for not less than the fair market value of the shares of Capital Stock or assets sold (as determined by the Board of Directors) and the consideration received by the Company or the relevant Subsidiary in respect of such Asset Sale consists of at least 85% cash; provided, however, that (i) the amount of any liabilities of the Company (as shown on the Company's most recent balance sheet or in the notes thereto), or any Subsidiary of the Company (as shown on such Subsidiary's most recent balance sheet or in the notes thereto) that is expressly assumed by the transferee of any such assets, (ii) the amount of any notes or other obligations received by the Company or any such Subsidiary from such transferee that, within 90 days following the closing of such sale or disposition, are converted by the Company or such Subsidiary into cash (to the extent of the cash received), (iii) the fair market value of Oil and Gas Properties or Permitted Business Investments received by the Company or any such Subsidiary from such transferee shall be deemed to be cash for purposes of this provision.
(b) If the Company or any of its Subsidiaries engages in an Asset Sale, the Company shall use the net cash proceeds thereof to repay or repurchase any outstanding indebtedness as required by the terms thereof. If all or a portion of such net cash proceeds is not required to be so
