Common use of Dispositions and Involuntary Dispositions Clause in Contracts

Dispositions and Involuntary Dispositions. The Borrower shall promptly (and in any event, within five (5) Business Days) prepay the Obligations in an aggregate amount equal to 100% of the Net Cash Proceeds of all Dispositions and Involuntary Dispositions received by any Loan Party or any Subsidiary; provided, that, such Net Cash Proceeds shall not be required to be so applied (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, such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in Eligible Assets within three hundred sixty five (365) days of the date of such Disposition or Involuntary Disposition; provided, further, that, for purposes of the foregoing clause (B), if such Net Cash Proceeds shall 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 Company shall promptly (and in any event, within five (5) Business Days) prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds of received by the Company or any Subsidiary from all Dispositions (other than Permitted Transfers) and Involuntary Dispositions received by any Loan Party within ten (10) days of the date of such Disposition or any SubsidiaryInvoluntary Disposition; provided, thathowever, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from all any such Dispositions Disposition or Involuntary Dispositions Disposition in any fiscal year of the Company is equal to or greater than $500,000 (and then only in excess of such amount) and 5,000,000, or (B) if, at the election of the Borrower, Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition or Involuntary Disposition) to the extent such Loan Party or such Subsidiary reinvests substantially all or any portion of such Net Cash Proceeds in Eligible Assets the purchase of like assets or repair, upgrade or replacement of the disposed of assets within three two hundred sixty five seventy (365270) days of after the date receipt of such Disposition or Involuntary DispositionNet Cash Proceeds; provided, further, provided that, for purposes of the foregoing clause (B), if such Net Cash Proceeds shall not have not been so reinvested by in the end of such periodprescribed time, such Net Cash Proceeds shall be immediately promptly applied to prepay the Loans. Any prepayment Loans and/or Cash Collateralize the L/C Obligations, except to the extent payment is excepted pursuant to this clause subsection (iA) shall be applied as set forth in clause (iv) belowabove.

Appears in 2 contracts

Samples: Credit Agreement (Ufp Technologies Inc), Credit Agreement (Ufp Technologies Inc)

Dispositions and Involuntary Dispositions. The Borrower Borrowers shall promptly (and in any event, within five (5) Business Days) prepay the Obligations Loans as hereinafter provided in an aggregate amount equal to 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; providedprovided that, thatso 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 applied (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) ifapplied, at the election of Borrowers (as notified by Borrowers to the Borrower, Administrative Agent in writing on or prior to the date of such Disposition or Involuntary Disposition) to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in Eligible Assets like operating assets within three hundred sixty five (365) 180 days of after the date receipt of such Disposition or Involuntary DispositionNet Cash Proceeds; provided, further, provided that, for purposes of the foregoing clause (B), if such Net Cash Proceeds shall 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 1 contract

Samples: Term Loan Agreement (LIVE VENTURES Inc)

Dispositions and Involuntary Dispositions. The Borrower shall promptly (and in any event, within five (5) Business Days) prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 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 five (5) Business Days of the date of such Disposition or Involuntary Disposition; provided, thatthat so long as no Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from all any such Dispositions Disposition or Involuntary Dispositions Disposition in any fiscal year of the Borrower is equal to or greater than $500,000 (and then only in excess of such amount) 10,000,000 and (B) if, at the election of the Borrower, Borrower (as notified by the Borrower to the Administrative Agent) to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in Eligible Assets within three hundred sixty five (365) days assets useful in the business of the date Borrower and its Subsidiaries (but specifically excluding current assets as classified by GAAP) within fifteen months after the receipt of such Disposition or Involuntary DispositionNet Cash Proceeds; provided, further, ; further that, for purposes of the foregoing clause (B), if such Net Cash Proceeds shall have not been so reinvested by the end of such periodreinvested, 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) belowLoans and/or Cash Collateralize the L/C Obligations.

Appears in 1 contract

Samples: Credit Agreement (Lydall Inc /De/)

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Dispositions and Involuntary Dispositions. The Borrower Borrowers shall promptly (and in any event, within five (5) Business Days) prepay the Obligations Term Loans as hereinafter provided in an aggregate amount equal to 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 ten (10) days of the date of such Disposition or Involuntary Disposition; provided, thathowever, that so long as no Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from all any such Dispositions Disposition or Involuntary Dispositions Disposition in any fiscal year of the Borrowers is equal to or greater than $500,000 (and then only in excess of such amount) 5,000,000 and (B) if, at the election of the Borrower, Borrowers (as notified by the Borrower Representative to the Administrative Agent) to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in Eligible Assets operating assets (other than current assets) (but specifically excluding current assets as classified by GAAP) within three two hundred sixty five seventy (365270) days of after the date receipt of such Disposition or Involuntary DispositionNet Cash Proceeds; provided, further, that, for purposes of the foregoing clause (B), provided that if such Net Cash Proceeds shall 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 1 contract

Samples: Credit Agreement (Smith & Wesson Holding Corp)

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