Dispositions and Recovery Events. Within five (5) Business Days of receipt thereof, the Borrower shall prepay the Term Loans as hereafter provided in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds actually received by any Credit Party or any Restricted Subsidiary from all Dispositions (other than Permitted Dispositions and Dispositions permitted under Sections 8.04(a)(i), Section 8.04(a)(iv), 8.04(a)(vii)(B)(2), 8.04(a)(vii)(C), 8.04(a)(vii)(D) and 8.04(a)(viii)) and Recovery Events to the extent such Net Cash Proceeds are not reinvested in assets (excluding current assets as classified by GAAP) that are useful in the business of the Borrower and its Subsidiaries within three hundred sixty (360) days following actual receipt of such Net Cash Proceeds; provided, however, if any portion of such Net Cash Proceeds are not so reinvested within such three hundred sixty (360) day period but within such three hundred sixty (360) day period are contractually committed to be reinvested, then upon the termination of such contract or if such Net Cash Proceeds are not so reinvested within five hundred forty (540) days of actual receipt thereof, such remaining portion shall constitute Net Cash proceeds as of the date of such termination or expiry and shall be immediately applied as set forth in this Section 2.05(b); provided, further, that no such prepayment shall be required with respect to any individual Disposition (for such purpose, treating any series of related Dispositions as a single such transaction) that generates Net Cash Proceeds of $5,000,000 or less.
Appears in 3 contracts
Samples: Credit Agreement (Dycom Industries Inc), Credit Agreement (Dycom Industries Inc), Credit Agreement (Dycom Industries Inc)
Dispositions and Recovery Events. Within five (5) Business Days of receipt thereof, the The Borrower shall prepay the Term Loans and/or Cash Collateralize the L/C Obligations as hereafter hereinafter provided in an aggregate amount equal to one hundred percent (100%) % of the Net Cash Proceeds actually received by any Credit Loan Party or any Restricted Subsidiary from all Dispositions (other than Permitted Dispositions and Dispositions permitted under Sections 8.04(a)(i), Section 8.04(a)(iv), 8.04(a)(vii)(B)(2), 8.04(a)(vii)(C), 8.04(a)(vii)(D) and 8.04(a)(viii)Transfers) and Recovery Events within five (5) Business Days of the date of such Disposition or Recovery Event; 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 applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Recovery Event 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) to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds are not in operating assets (but specifically excluding current assets as classified by GAAP) within one hundred eighty (180) days after the receipt of such Net Cash Proceeds and, if committed to be reinvested within such one hundred eighty (180) day period, actually reinvested in assets (excluding current assets as classified by in accordance with GAAP) that are useful in the business of the Borrower and its Subsidiaries within three hundred sixty sixty-five (360three hundred sixty-five (365)) days following actual (or such longer period as the Required Lenders may agree in writing) after the date of receipt of such Net Cash Proceeds; providedprovided that, however, if any portion of such Net Cash Proceeds are not so reinvested within such three hundred sixty (360) day period but within such three hundred sixty (360) day period are contractually committed to be reinvested, then upon the termination of such contract or if such Net Cash Proceeds are shall have not been so reinvested within five hundred forty (540) days of actual receipt thereofreinvested, such remaining portion shall constitute Net Cash proceeds as of the date of such termination or expiry and Proceeds shall be immediately applied as set forth in this Section 2.05(b); provided, further, that no such prepayment shall be required with respect to any individual Disposition (for such purpose, treating any series of related Dispositions as a single such transaction) that generates Net prepay the Loans and/or Cash Proceeds of $5,000,000 or lessCollateralize the L/C Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Tilray Brands, Inc.), Credit Agreement (Tilray Brands, Inc.)
Dispositions and Recovery Events. Within five (5) Business Days of receipt thereof, the Borrower shall prepay the Term Loans as hereafter provided in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds actually received by any Credit Party or any Restricted Subsidiary from all Dispositions (other than Permitted Dispositions and Dispositions permitted under Sections 8.04(a)(i), Section 8.04(a)(iv), 8.04(a)(vii)(B)(2), 8.04(a)(vii)(C), 8.04(a)(vii)(D) and 8.04(a)(viii)) and Recovery Events to the extent such Net Cash Proceeds are not reinvested in assets (excluding current assets as classified by GAAP) that are useful in the business of the Borrower and its Subsidiaries within three hundred sixty (360) days following actual receipt of such Net Cash Proceeds; provided, however, if any portion of such Net Cash Proceeds are not so reinvested within such three hundred sixty (360) day period but within such three hundred sixty (360) day period are contractually committed to be reinvested, then upon the termination of such contract or if such Net Cash Proceeds are not so reinvested within five hundred forty (540) days of actual receipt thereof, such remaining portion shall constitute Net Cash proceeds as of the date of such termination or expiry and shall be immediately applied as set forth in this Section 2.05(b); provided, further, that no such prepayment shall be required with respect to any individual Disposition (for such purpose, treating any series of related Dispositions as a single such transaction) that generates Net Cash Proceeds of $5,000,000 or less.. (iii)
Appears in 1 contract
Dispositions and Recovery Events. Within five (5) Business Days of receipt thereof, the Borrower shall prepay the Term Loans as hereafter provided in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds actually received by any Credit Party or any Restricted Subsidiary from all Dispositions (other than Permitted Dispositions and Dispositions permitted under Sections 8.04(a)(i), Section 8.04(a)(iv), 8.04(a)(vii)(B)(2), 8.04(a)(vii)(C), 8.04(a)(vii)(D) and 8.04(a)(viii)) and Recovery Events to the extent such Net Cash Proceeds are not reinvested in assets (excluding current assets as classified by GAAP) that are useful in the business of the Borrower and its Subsidiaries within three hundred sixty (360) days following actual receipt of such Net Cash Proceeds; provided, however, if any portion of such Net Cash Proceeds are not so reinvested within such three hundred sixty (360) day period but within such three 58 hundred sixty (360) day period are contractually committed to be reinvested, then upon the termination of such contract or if such Net Cash Proceeds are not so reinvested within five hundred forty (540) days of actual receipt thereof, such remaining portion shall constitute Net Cash proceeds as of the date of such termination or expiry and shall be immediately applied as set forth in this Section 2.05(b); provided, further, that no such prepayment shall be required with respect to any individual Disposition (for such purpose, treating any series of related Dispositions as a single such transaction) that generates Net Cash Proceeds of $5,000,000 or less.
Appears in 1 contract
Dispositions and Recovery Events. Within five (5) Business Days Upon the receipt by the Borrower or any of receipt thereofits Subsidiaries of Net Cash Proceeds from any Disposition or Recovery Event, the Borrower shall prepay the an aggregate principal amount of Term Loans as hereafter provided in an aggregate amount equal to one hundred percent (100%) % of the Net Cash Proceeds actually received by any Credit Party or any Restricted Subsidiary from all Dispositions (other than Permitted Dispositions and Dispositions permitted under Sections 8.04(a)(i), Section 8.04(a)(iv), 8.04(a)(vii)(B)(2), 8.04(a)(vii)(C), 8.04(a)(vii)(D) and 8.04(a)(viii)) and Recovery Events to the extent such Net Cash Proceeds are not reinvested within five Business Days upon receipt thereof by such Person (such prepayments to be applied as set forth in assets clause (iii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition or Recovery Event described in this Section 2.05(b)(i), at the election of the Borrower (excluding current assets as classified notified by GAAP) the Borrower to the Administrative Agent within five Business Days upon receipt thereof), the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in property that are is useful in the business of the Borrower and its Subsidiaries so long as within three hundred sixty (360) 365 days following actual after the receipt of such Net Cash Proceeds; provided, however, such Net Cash Proceeds shall have been so reinvested (as certified by the Borrower in writing to the Administrative Agent) (or if any portion of such Net Cash Proceeds proceeds are not so reinvested within such three hundred sixty (360) 365-day period but within such three hundred sixty (360) 365 day period are contractually committed to be reinvested, then upon such proceeds shall be reinvested within 180 days from the termination end of such contract or if such 365-day period); and provided further, however, that any Net Cash Proceeds are not subject to such definitive agreement or so reinvested within five hundred forty (540) days of actual receipt thereof, such remaining portion shall constitute Net Cash proceeds as of the date of such termination or expiry and shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05(bSection 2.05(b)(i); provided, further, that no such prepayment shall be required with respect to any individual Disposition (for such purpose, treating any series of related Dispositions as a single such transaction) that generates Net Cash Proceeds of $5,000,000 or less.
Appears in 1 contract