Common use of Dispositions and Involuntary Dispositions Clause in Contracts

Dispositions and Involuntary Dispositions. The Borrower shall promptly (and in any event, within ten (10) Business Days) offer to the Lenders to immediately prepay the Loans in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds of all Dispositions and Involuntary Dispositions received by any Loan Party or any Subsidiary; provided, however, that, so long as no Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so offered, at the election of the Borrower (as notified by the Borrower to the Administrative Agent in writing on or prior to the date on which such offer would be required) to the extent such Net Cash Proceeds are reinvested in Eligible Assets within one hundred and eighty (180) days of the date of such Disposition or Involuntary Disposition; provided, further, that, the failure to reinvest such Net Cash Proceeds by such date shall result in such Net Cash Proceeds shall being immediately applied to prepay the Loans. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) below.

Appears in 3 contracts

Samples: Credit Agreement (Greenbrook TMS Inc.), Credit Agreement (Greenbrook TMS Inc.), Credit Agreement (Greenbrook TMS Inc.)

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Dispositions and Involuntary Dispositions. The Borrower shall promptly (and in any event, within ten (10) Business Days) offer to the Lenders to immediately prepay the Loans as hereinafter provided in an aggregate amount equal to one hundred percent (100%) % of the Net Cash Proceeds of received by the Borrower or any Subsidiary from all Dispositions (other than Permitted Transfers) and Involuntary Dispositions received by any Loan Party within five (5) days of the date of such Disposition or any SubsidiaryInvoluntary Disposition; provided, however, that, that so long as no Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so offered, applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $500,000 and (B) at the election of the Borrower (as notified by the Borrower to the Administrative Agent in writing on or prior to the date on which such offer would be required) to the extent such Net Cash Proceeds are reinvested in Eligible Assets within one hundred and eighty (180) days of the date of such Disposition or Involuntary Disposition; provided, further, that, ) to the failure to reinvest extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in assets used or useful in its business (but specifically excluding current assets as classified by GAAP) within 120 days after the receipt of such date shall result in Net Cash Proceeds; provided that, if such Net Cash Proceeds shall being have not been so reinvested, such Net Cash Proceeds shall be immediately applied to prepay the Loans. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) below.

Appears in 2 contracts

Samples: Credit Agreement (PureCycle Technologies, Inc.), Credit Agreement (PureCycle Technologies, Inc.)

Dispositions and Involuntary Dispositions. The Borrower shall promptly (and in any event, within ten (10) Business Days) offer to the Lenders to immediately prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to one hundred percent (100%) % of the Net Cash Proceeds of all Dispositions and Involuntary Dispositions received by any Loan Party or any SubsidiarySubsidiary from all Dispositions (other than Permitted Transfers) and Involuntary Dispositions within thirty (30) days of the date of such Disposition or Involuntary Disposition; provided, however, that, that so long as no Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so offered, applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $15,000,000 and (B) at the election of the Borrower (as notified by the Borrower to the Administrative Agent in writing on or prior to the date on which such offer would be required) to the extent such Net Cash Proceeds are reinvested in Eligible Assets within one hundred and eighty (180) days of the date of such Disposition or Involuntary Disposition; provided, further, that, ) to the failure to reinvest extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in like assets (but specifically excluding current assets as classified by GAAP) within one hundred twenty (120) days after the receipt of such date shall result in Net Cash Proceeds; provided that if such Net Cash Proceeds shall being have not been so reinvested shall be immediately applied to prepay the Loans. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) belowLoans and/or Cash Collateralize the L/C Obligations.

Appears in 2 contracts

Samples: Credit Agreement (Ixia), Credit Agreement (Ixia)

Dispositions and Involuntary Dispositions. The Borrower shall promptly (and in any event, within ten five (105) Business Days) offer to the Lenders to immediately prepay the Loans Obligations in an aggregate amount equal to one hundred percent (100%) % of the Net Cash Proceeds of all Dispositions and Involuntary Dispositions received by any Loan Party or any Subsidiary; provided, however, that, so long as no Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so offeredapplied (A) until the aggregate amount of Net Cash Proceeds derived from all such Dispositions or Involuntary Dispositions in any fiscal year is equal to or greater than $500,000 (and then only in excess of such amount) and (B) if, at the election of the Borrower (as notified by the Borrower to the Administrative Agent in writing on Borrower, such Loan Party or prior to the date on which such offer would be required) to the extent Subsidiary reinvests all or any portion of such Net Cash Proceeds are reinvested in Eligible Assets within one three hundred and eighty sixty five (180365) days of the date of such Disposition or Involuntary Disposition; provided, further, that, for purposes of the failure to reinvest such Net Cash Proceeds by such date shall result in foregoing clause (B), if such Net Cash Proceeds shall being have not been so reinvested by the end of such period, such Net Cash Proceeds shall be immediately applied to prepay the Loans. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) below.

Appears in 2 contracts

Samples: Credit Agreement (Establishment Labs Holdings Inc.), Credit Agreement (Establishment Labs Holdings Inc.)

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Dispositions and Involuntary Dispositions. The Borrower shall promptly (and in any event, within ten (10) Business Days) offer to the Lenders to immediately prepay the Loans in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds of all Dispositions and Involuntary Dispositions received by any Loan Party or any Subsidiary; provided, however, that, so long as no Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so offered, at the election of the Borrower (as notified by the Borrower to the Administrative Agent in writing on or prior to the date on which such offer would be required) to the extent such Net Cash Proceeds are reinvested in Eligible Assets within one hundred and eighty (180) days of the date of such Disposition or Involuntary Disposition; provided, further, that, the failure to reinvest such Net Cash Proceeds by such date shall result in such Net Cash Proceeds shall being immediately applied to prepay the Loans. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) below.. ​

Appears in 1 contract

Samples: Credit Agreement (Greenbrook TMS Inc.)

Dispositions and Involuntary Dispositions. The Borrower Borrowers shall promptly (and in any event, within ten (10) Business Days) offer to the Lenders to immediately prepay the Loans as hereinafter provided in an aggregate amount equal to one hundred percent (100%) % of the Net Cash Proceeds of all Dispositions and Involuntary Dispositions received by any Loan Party or any Subsidiary from all Dispositions outside the normal course of business (other than Permitted Transfers and Dispositions permitted pursuant to Section 7.05(c), (d), (e), (h), (i) and (k) but including proceeds of the sale of equity securities of any Subsidiary of any Borrower, and insurance and condemnation proceeds) and Involuntary Dispositions, in each case in excess of $250,000 in the aggregate, promptly upon receipt thereof by such Loan Party or Subsidiary, together with the Applicable Premium with respect solely to any voluntary Dispositions; provided, however, provided that, so long as no Default or Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so offeredapplied, at the election of the Borrower Borrowers (as notified by the Borrower Borrowers to the Administrative Agent in writing on or prior to the date on which such offer would be required) to the extent such Net Cash Proceeds are reinvested in Eligible Assets within one hundred and eighty (180) days of the date of such Disposition or Involuntary Disposition; provided, further, that, ) to the failure to reinvest extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds by in like operating assets within 180 days after the receipt of such date shall result in Net Cash Proceeds; provided that, if such Net Cash Proceeds shall being have not been so reinvested shall be immediately applied to prepay the Loans. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) below.

Appears in 1 contract

Samples: Term Loan Agreement (LIVE VENTURES Inc)

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