Common use of Dispositions and Casualty Events Clause in Contracts

Dispositions and Casualty Events. (A) If (x) Holdings or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets by Holdings or any of its Restricted Subsidiaries permitted by Section 7.05(a), (b), (c), (d), (e), (f), (g), (h), (i), (j), (k), (l), (p), (q), (r), (s), (t), (v), (w), (x), (y) or (z)) or (y) any Casualty Event occurs, and any transaction or series of related transactions described in the foregoing clauses (x) and (y) results in the realization or receipt by the Borrower and its Restricted Subsidiaries of Net Cash Proceeds in excess of (1) $2,500,000 in any such transaction or series of related transactions or (2) $5,000,000 in the aggregate for such transactions in any fiscal year, the Borrower shall, except to the extent the Borrower elects to reinvest all or a portion of such Net Cash Proceeds in accordance with clause (B) below, subject to Section 2.05(c), prepay an aggregate principal amount of Term Loans in an amount equal to 100% of all such Net Cash Proceeds within five (5) Business Days of receipt thereof by the Borrower or such Restricted Subsidiary. (B) With respect to any Net Cash Proceeds realized or received with respect to any Disposition or any Casualty Event (other than as specifically excluded in clause (A) above), at the option of the Borrower, and so long as no Event of Default shall have occurred and be continuing, the Borrower or the applicable Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business within 18 months following receipt of such Net Cash Proceeds (or, if Holdings, the Borrower or the relevant Restricted Subsidiary, as applicable, has contractually committed within 18 months following receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds in the Borrower or a Restricted Subsidiary, 24 months following receipt of such Net Cash Proceeds); provided, however, that if any Net Cash Proceeds are no longer intended to be so reinvested at any time after receipt thereof or are not reinvested by the end of such period, an amount equal to any such Net Cash Proceeds shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05.

Dispositions and Casualty Events. (A) If (x1)(x) Holdings the Borrower or any of the Restricted Subsidiary Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets by Holdings or any of its Restricted Subsidiaries permitted by Section 7.05(a), (b), (c), (d), (e) (other than Section 7.05(e)(iii)), (f), (g), (h), (i), (j), (k), (l), (p), n) and (q), (r), (s), (t), (v), (w), (x), (y) or (zo)) or (y) any Casualty Event occurs, and any transaction or series of related transactions described in the foregoing clauses (x) and (y) occurs which results in the realization or receipt by the Borrower and its or such Restricted Subsidiaries Subsidiary of Net Cash Proceeds in excess of (1) $2,500,000 in any such transaction or series of related transactions or and (2) $5,000,000 in the aggregate Senior Secured First-Lien Net Leverage Ratio for the Test Period immediately preceding such transactions in any fiscal yearDisposition or Casualty Event is equal to greater than 4.0:1.0 (calculated on a Pro Forma Basis), the Borrower shall, except shall offer to prepay on or prior to the extent date which is ten (10) Business Days after the Borrower elects to reinvest all date of the realization or a portion receipt of such Net Cash Proceeds in accordance with clause (B) belowProceeds, subject to Section 2.05(cclauses (v), prepay (vi) and (vii) of this Section 2.05(b), an aggregate principal amount of Term Loans in an amount equal to 100% (such percentage as it may be reduced as described below, the “Disposition Prepayment Percentage”) of all Net Cash Proceeds realized or received; provided that (x) the Disposition Prepayment Percentage shall be 50% if the Senior Secured First-Lien Net Leverage Ratio for the Test Period immediately preceding such Disposition or Casualty Event was less than 4.0:1.0 and greater than or equal to 3.5:1.0 and (y) the Disposition Prepayment Percentage shall be 0% if the Senior Secured First-Lien Net Leverage Ratio for the Test Period immediately preceding such Disposition or Casualty Event was less than 3.5:1.0; provided further that no prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds within five (5) Business Days of receipt thereof by that the Borrower shall have, on or prior to such Restricted Subsidiary.date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may be provided only if no Event of Default has occurred and is then continuing; (BA) With respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than any Disposition specifically excluded from the application of Section 2.05(b)(ii)(A)) or any Casualty Event (other than as specifically excluded in clause (A) above)Event, at the option of the Borrower, and so long as no Event of Default shall have occurred and be continuing, the Borrower or the applicable Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business within 18 (x) fifteen (15) months following receipt of such Net Cash Proceeds or (or, y) if Holdings, the Borrower or the relevant Restricted Subsidiary, as applicable, has contractually committed within 18 months following receipt of such Net Cash Proceeds enters into a legally binding commitment to reinvest such Net Cash Proceeds in the Borrower or a Restricted Subsidiary, 24 within fifteen (15) months following receipt thereof, within the later of (1) fifteen (15) months following receipt thereof or (2) one hundred and eighty (180) days of the date of such legally binding commitment; provided that (i) so long as an Event of Default shall have occurred and be continuing, the Borrower (x) shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Borrower entered into at a time when no Event of Default is continuing) and (y) shall not be required to apply such Net Cash Proceeds); provided, however, that Proceeds which have been previously applied to prepay Revolving Credit Loans to the prepayment of Term Loans until such time as the relevant reinvestment period has expired and no Event of Default is continuing and (ii) if any Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after receipt thereof or are not reinvested by the end delivery of such perioda notice of reinvestment election, and subject to clauses (v) and (vii) of this Section 2.05, an amount equal to any such Net Cash Proceeds shall be immediately applied within five (5) Business Days after the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Term Loans as set forth in this Section 2.05.

Dispositions and Casualty Events. (A) If (x) Holdings or any Restricted Subsidiary Consolidated Company Disposes of any property or assets (other than any Disposition of any property or assets by Holdings or any of its Restricted Subsidiaries Dispositions permitted by pursuant to Section 7.05(a) (to the extent the aggregate Net Cash Proceeds thereof do not exceed $1,000,000), (b), (c), (d), (e), (f), (g), (hi)(ii), (i), (j), (k), (l), (p), (q), (r), (s), (t), (v), (w), (x), (yi)(iii) or (zi)(iv)) ), suffers any casualty event or (y) receives any Casualty Event occursbusiness interruption insurance proceeds, and in any transaction or series of related transactions described in the foregoing clauses (x) and (y) event which results in the realization or receipt by the Borrower and its Restricted Subsidiaries such Consolidated Company of Net Cash Proceeds in excess of (1) $2,500,000 1,000,000 in any such transaction or series of related transactions or fiscal year (2) $5,000,000 in the aggregate for all such transactions in any fiscal yearDispositions), the Borrower shall, except to the extent the Borrower elects to reinvest all or a portion of such Net Cash Proceeds in accordance with clause (B) below, subject to Section 2.05(c), shall prepay an aggregate principal amount of Term Loans in an amount equal to 100% of all such Net Cash Proceeds received by such Consolidated Company within five (5) Business Days of receipt thereof by the Borrower or (such Restricted Subsidiary. prepayments to be applied as set forth in clause (Biv) With below); provided, however, that, (A) with respect to any Net Cash Proceeds realized or received with respect to any Disposition or any Casualty Event by such Consolidated Company (other than as specifically excluded in clause (A) aboveany business interruption insurance proceeds), at the option of the Borrower, and so long as no Event of Default shall have occurred and be continuing, the Borrower or the applicable Restricted Subsidiary such Consolidated Company may reinvest all or any portion of such Net Cash Proceeds in operating assets useful for its business (and transaction expenses associated with the acquisition thereof), so long as within 18 months following receipt of such Net Cash Proceeds (or, if Holdings, 270 days after the Borrower or the relevant Restricted Subsidiary, as applicable, has contractually committed within 18 months following receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds in the Borrower or a Restricted Subsidiary, 24 months following receipt of such Net Cash Proceeds, such reinvestment shall have been consummated or such reinvestment is subject to a binding written agreement with a third party which is not an Affiliate of the Borrower which agreement was entered into during such 270-day time period and which reinvestment is consummated within 120 days after such 270-day period expires (as certified by the Borrower in writing to the Administrative Agent upon request of any Lender); provided, however, that if and (B) any Net Cash Proceeds are no longer intended to be received by such Consolidated Company not so reinvested at any time after receipt thereof or are not reinvested by the end of such period, an amount equal to any such Net Cash Proceeds shall thereafter be immediately promptly applied to the prepayment of the Term Loans as set forth in this Section 2.05clause (i).

Dispositions and Casualty Events. (A) If (x1)(x) Holdings the Borrower or any of the Restricted Subsidiary Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets by Holdings or any of its Restricted Subsidiaries permitted by Section 7.05(a), (b), (c), (d), (e) (other than Section 7.05(e)(iii)), (f), (g), (h), (i), (j), (k), (l), (p), n) and (q), (r), (s), (t), (v), (w), (x), (y) or (zo)) or (y) any Casualty Event occurs, and any transaction or series of related transactions described in the foregoing clauses (x) and (y) occurs which results in the realization or receipt by the Borrower and its or such Restricted Subsidiaries Subsidiary of Net Cash Proceeds in excess of (1) $2,500,000 in any such transaction or series of related transactions or and (2) $5,000,000 in the aggregate Senior Secured First-Lien Net Leverage Ratio for the Test Period immediately preceding such transactions in any fiscal yearDisposition or Casualty Event is equal to greater than 4.0:1.0 (calculated on a Pro Forma Basis), the Borrower shall, except shall offer to prepay on or prior to the extent date which is ten (10) Business Days after the Borrower elects to reinvest all date of the realization or a portion receipt of such Net Cash Proceeds in accordance with clause (B) belowProceeds, subject to Section 2.05(cclauses (v), prepay (vi) and (vii) of this Section 2.05(b), an aggregate principal amount of Term Loans in an amount equal to 100% (such percentage as it may be reduced as described below, the “Disposition Prepayment Percentage”) of all Net Cash Proceeds realized or received; provided that (x) the Disposition Prepayment Percentage shall be 50% if the Senior Secured First-Lien Net Leverage Ratio for the Test Period immediately preceding such Disposition or Casualty Event was less than 4.0:1.0 and greater than or equal to 3.5:1.0 and (y) the Disposition Prepayment Percentage shall be 0% if the Senior Secured First-Lien Net Leverage Ratio for the Test Period immediately preceding such Disposition or Casualty Event was less than 3.5:1.0; provided further that no prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds within five (5) Business Days of receipt thereof by that the Borrower shall have, on or prior to such Restricted Subsidiary.date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may be provided only if no Event of Default has occurred and is then continuing); (BA) With respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than any Disposition specifically excluded from the application of Section 2.05(b)(ii)(A)) or any Casualty Event (other than as specifically excluded in clause (A) above)Event, at the option of the Borrower, and so long as no Event of Default shall have occurred and be continuing, the Borrower or the applicable Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business within 18 (x) fifteen (15) months following receipt of such Net Cash Proceeds or (or, y) if Holdings, the Borrower or the relevant Restricted Subsidiary, as applicable, has contractually committed within 18 months following receipt of such Net Cash Proceeds enters into a legally binding commitment to reinvest such Net Cash Proceeds in the Borrower or a Restricted Subsidiary, 24 within fifteen (15) months following receipt thereof, within the later of (1) fifteen (15) months following receipt thereof or (2) one hundred and eighty (180) days of the date of such legally binding commitment; provided that (i) so long as an Event of Default shall have occurred and be continuing, the Borrower (x) shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Borrower entered into at a time when no Event of Default is continuing) and (y) shall not be required to apply such Net Cash Proceeds); provided, however, that Proceeds which have been previously applied to prepay Revolving Credit Loans to the prepayment of Term Loans until such time as the relevant reinvestment period has expired and no Event of Default is continuing and (ii) if any Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after receipt thereof or are not reinvested by the end delivery of such perioda notice of reinvestment election, and subject to clauses (v) and (vii) of this Section 2.05, an amount equal to any such Net Cash Proceeds shall be immediately applied within five (5) Business Days after the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Term Loans as set forth in this Section 2.05.

Dispositions and Casualty Events. (A) If (x1)(x) Holdings the Borrower or any of the Restricted Subsidiary Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets by Holdings or any of its Restricted Subsidiaries permitted by Section 7.05(a), (b), (c), (d), (e) (other than Section 7.05(e)(iii)), (f), (g), (h), (i), (j), (kl), (lnm), (n), (o), (p), (q), (r), (s), ) and (t), (v), (w), (x), (y) or (zot)) or (y) any Casualty Event occurs, and any transaction or series of related transactions described in the foregoing clauses (x) and (y) occurs which results in the realization or receipt by the Borrower and its or such Restricted Subsidiaries Subsidiary of Net Cash Proceeds in excess of (1) $2,500,000 in any such transaction or series of related transactions or and (2) $5,000,000 in the aggregate Senior Secured First-Lien Net Leverage Ratio for the Test Period immediately preceding such transactions in any fiscal yearDisposition or Casualty Event is equal to greater than 4.0:1.0 (calculated on a Pro Forma Basis), the Borrower shall, except shall offer to prepay on or prior to the extent date which is ten (10) Business Days after the Borrower elects to reinvest all date of the realization or a portion receipt of such Net Cash Proceeds in accordance with clause (B) belowProceeds, subject to Section 2.05(cclauses (v), prepay (vi) and (vii) of this Section 2.05(b), an aggregate principal amount of Term Loans in an amount equal to 100% (such percentage as it may be reduced as described below, the “Disposition Prepayment Percentage”) of all Net Cash Proceeds realized or received; provided that (x) the Disposition Prepayment Percentage shall be 50% if the Senior Secured First-Lien Net Leverage Ratio for the Test Period immediately preceding such Disposition or Casualty Event was less than 4.0:1.0 and greater than or equal to 3.5:1.0 and (y) the Disposition Prepayment Percentage shall be 0% if the Senior Secured First-Lien Net Leverage Ratio for the Test Period immediately preceding such Disposition or Casualty Event was less than 3.5:1.0; provided further that no prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds within five (5) Business Days of receipt thereof by that the Borrower shall have, on or prior to such Restricted Subsidiary.date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may be provided only if no Event of Default has occurred and is then continuing); (B) With respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than any Disposition specifically excluded from the application of Section 2.05(b)(ii)(A)) or any Casualty Event (other than as specifically excluded in clause (A) above)Event, at the option of the Borrower, and so long as no Event of Default shall have occurred and be continuing, the Borrower or the applicable Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business within 18 (x) fifteen (15) months following receipt of such Net Cash Proceeds or (or, y) if Holdings, the Borrower or the relevant Restricted Subsidiary, as applicable, has contractually committed within 18 months following receipt of such Net Cash Proceeds enters into a legally binding commitment to reinvest such Net Cash Proceeds in the Borrower or a Restricted Subsidiary, 24 within fifteen (15) months following receipt thereof, within the later of (1) fifteen (15) months following receipt thereof or (2) one hundred and eighty (180) days of the date of such legally binding commitment; provided that (i) so long as an Event of Default shall have occurred and be continuing, the Borrower (x) shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Borrower entered into at a time when no Event of Default is continuing) and (y) shall not be required to apply such Net Cash Proceeds); provided, however, that Proceeds which have been previously applied to prepay Revolving Credit Loans to the prepayment of Term Loans until such time as the relevant reinvestment period has expired and no Event of Default is continuing and (ii) if any Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after receipt thereof or are not reinvested by the end delivery of such perioda notice of reinvestment election, and subject to clauses (v) and (vii) of this Section 2.05, an amount equal to any such Net Cash Proceeds shall be immediately applied within five (5) Business Days after the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Term Loans as set forth in this Section 2.05.

Dispositions and Casualty Events. (A) If (x1)(x) Holdings the Borrower or any of the Restricted Subsidiary Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets by Holdings or any of its Restricted Subsidiaries permitted by Section 7.05(a), (b), (c), (d), (e) (other than Section 7.05(e)(iii)), (f), (g), (h), (i), (j), (k), (l), (p), n) and (q), (r), (s), (t), (v), (w), (x), (y) or (zo)) or (y) any Casualty Event occurs, and any transaction or series of related transactions described in the foregoing clauses (x) and (y) occurs which results in the realization or receipt by the Borrower and its or such Restricted Subsidiaries Subsidiary of Net Cash Proceeds in excess of (1) $2,500,000 in any such transaction or series of related transactions or and (2) $5,000,000 in the aggregate Senior Secured First-Lien Net Leverage Ratio for the Test Period immediately preceding such transactions in any fiscal yearDisposition or Casualty Event is equal to greater than 4.0:1.0 (calculated on a Pro Forma Basis), the Borrower shall, except shall offer to prepay on or prior to the extent date which is ten (10) Business Days after the Borrower elects to reinvest all date of the realization or a portion receipt of such Net Cash Proceeds in accordance with clause (B) belowProceeds, subject to Section 2.05(cclauses (v), prepay (vi) and (vii) of this Section 2.05(b), an aggregate principal amount of Term Loans in an amount equal to 100% (such percentage as it may be reduced as described below, the “Disposition Prepayment Percentage”) of all Net Cash Proceeds realized or received; provided that (x) the Disposition Prepayment Percentage shall be 50% if the Senior Secured First-Lien Net Leverage Ratio for the Test Period immediately preceding such Disposition or Casualty Event was less than 4.0:1.0 and greater 618 than or equal to 3.5:1.0 and (y) the Disposition Prepayment Percentage shall be 0% if the Senior Secured First-Lien Net Leverage Ratio for the Test Period immediately preceding such Disposition or Casualty Event was less than 3.5:1.0; provided further that no prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds within five (5) Business Days of receipt thereof by that the Borrower shall have, on or prior to such Restricted Subsidiary.date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may be provided only if no Event of Default has occurred and is then continuing; (BA) With respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than any Disposition specifically excluded from the application of Section 2.05(b)(ii)(A)) or any Casualty Event (other than as specifically excluded in clause (A) above)Event, at the option of the Borrower, and so long as no Event of Default shall have occurred and be continuing, the Borrower or the applicable Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business within 18 (x) fifteen (15) months following receipt of such Net Cash Proceeds or (or, y) if Holdings, the Borrower or the relevant Restricted Subsidiary, as applicable, has contractually committed within 18 months following receipt of such Net Cash Proceeds enters into a legally binding commitment to reinvest such Net Cash Proceeds in the Borrower or a Restricted Subsidiary, 24 within fifteen (15) months following receipt thereof, within the later of (1) fifteen (15) months following receipt thereof or (2) one hundred and eighty (180) days of the date of such legally binding commitment; provided that (i) so long as an Event of Default shall have occurred and be continuing, the Borrower (x) shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Borrower entered into at a time when no Event of Default is continuing) and (y) shall not be required to apply such Net Cash Proceeds); provided, however, that Proceeds which have been previously applied to prepay Revolving Credit Loans to the prepayment of Term Loans until such time as the relevant reinvestment period has expired and no Event of Default is continuing and (ii) if any Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after receipt thereof or are not reinvested by the end delivery of such perioda notice of reinvestment election, and subject to clauses (v) and (vii) of this Section 2.05, an amount equal to any such Net Cash Proceeds shall be immediately applied within five (5) Business Days after the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Term Loans as set forth in this Section 2.05.