Common use of Extraordinary Receipt Clause in Contracts

Extraordinary Receipt. Upon any Extraordinary Receipt received by or paid to or for the account of the Parent or any of its Restricted Subsidiaries, and not otherwise included in clauses (iv) or (v) of this Section 2.05(b), and which results in the receipt by the Parent and its Restricted Subsidiaries of aggregate Net Cash Proceeds in excess of $25,000,000 in any fiscal year, the Borrowers shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Parent or such Restricted Subsidiary (such prepayments to be applied as set forth in clause (vii) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Company (as notified by the Company to the Administrative Agent prior to or promptly after the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), the Parent or any Restricted Subsidiary may apply such Net Cash Proceeds, within three hundred and sixty-five (365) days following receipt of such Net Cash Proceeds (or, if the Parent or the relevant Restricted Subsidiary, as applicable, has contractually committed within 365 days following receipt of such Net Cash Proceeds to apply such Net Cash Proceeds, 545 days following receipt of such Net Cash Proceeds), to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received or to reinvest in operating assets; and provided further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Term Loans as set forth in Section 2.05(b)(vii).

Extraordinary Receipt. Upon any Extraordinary Receipt received by or paid to or for the account of the Parent or any of its Restricted Subsidiaries, and not otherwise included in clauses (iv) or (v) of this Section 2.05(b), and which results in the receipt by the Parent and its Restricted Subsidiaries of aggregate Net Cash Proceeds in excess of $25,000,000 10,000,000 in any fiscal year, the Borrowers shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Parent or such Restricted Subsidiary (such prepayments to be applied as set forth in clause (vii) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Company (as notified by the Company to the Administrative Agent prior to or promptly after the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), the Parent or any Restricted Subsidiary may apply such Net Cash Proceeds, within three hundred and sixty-five (365) days following receipt of such Net Cash Proceeds (or, if the Parent or the relevant Restricted Subsidiary, as applicable, has contractually committed within 365 days following receipt of such Net Cash Proceeds to apply such Net Cash Proceeds, 545 days following receipt of such Net Cash Proceeds), to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received or to reinvest in operating assets; and provided further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Term Loans as set forth in Section 2.05(b)(vii).

Extraordinary Receipt. Upon receipt of any Extraordinary Receipt received resulting in the realization of Net Cash Proceeds by or paid to or for the account of the Parent Borrower or any of its Restricted Subsidiaries, and not otherwise included in clauses (ivA) or (v) of this Section 2.05(b), and which results in the receipt by the Parent and its Restricted Subsidiaries of aggregate Net Cash Proceeds in excess of $25,000,000 in any fiscal year, the Borrowers Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon Proceeds, within fifteen (15) Business Days of receipt thereof by the Parent Borrower or such Restricted Subsidiary (such prepayments to be applied as set forth in clause (viiv) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, (B) at the election option of the Company (as notified by the Company to the Administrative Agent prior to or promptly after the date of receipt of such insurance proceeds, condemnation awards or indemnity payments)Borrower, the Parent Borrower or such Restricted Subsidiary shall reinvest all or any Restricted Subsidiary may apply portion of such Net Cash Proceeds, Proceeds in assets useful in the business of the Borrower and its Restricted Subsidiaries within three hundred and sixty-five (365) days following receipt of such Net Cash Proceeds (or, if the Parent Borrower or the relevant such Restricted Subsidiary, as applicable, has contractually committed within 365 days following receipt of such Net Cash Proceeds to apply reinvest such Net Cash Proceeds, 545 days following receipt of such Net Cash Proceeds); provided that, at the option of the Borrower, any investment in the business of Borrower or one of its Restricted Subsidiaries made within 180 days prior to replace or repair the equipmentdate of receipt of such Net Cash Proceeds, fixed assets or real property in respect of which may be deemed to have been made during such cash proceeds were received or to reinvest in operating assets365-day period; and provided further, however, that if any cash proceeds such Net Cash Proceeds are not so applied reinvested on or prior to the last day of such applicable reinvestment period, an amount equal to any such Net Cash Proceeds shall within five (5) Business Days be immediately applied to the prepayment of the Term Loans as set forth in accordance with clause (A) of this Section 2.05(b)(vii2.05(b)(ii).

Extraordinary Receipt. Upon Immediately upon receipt by any Extraordinary Receipt received by or paid to or for the account of the Parent Credit Party or any of its Restricted Subsidiaries, and not otherwise included in clauses (iv) or (v) of this Section 2.05(b), and which results in the receipt by the Parent and its Restricted Subsidiaries of aggregate Net Cash Proceeds in excess of $25,000,000 in any fiscal yearExtraordinary Receipt, the Borrowers Borrower shall prepay the Loans and/or cash collateralize the LC Exposure in an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Parent or such Restricted Subsidiary (such prepayments prepayment to be applied as set forth in clause (viixii) below); provided, however, that with respect to any the proceeds of insurance, condemnation awards received in connection with a Recovery Event (or payments in lieu thereof) or indemnity payments, at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to or promptly after the date of receipt of such insurance proceeds, condemnation awards proceeds or indemnity payments), and so long as no Default or Event of Default shall have occurred and be continuing, the Parent applicable Credit Party or any Restricted Subsidiary may apply such Net Cash Proceeds, within three hundred and sixty-five (365) 180 days following after the receipt of such Net Cash Proceeds (orcash proceeds to repair, if the Parent or the relevant Restricted Subsidiary, as applicable, has contractually committed within 365 days following receipt of such Net Cash Proceeds to apply such Net Cash Proceeds, 545 days following receipt of such Net Cash Proceeds), to replace or repair acquire fixed or capital assets in replacement of the equipment, fixed assets or real property in respect of which such cash proceeds were received or to reinvest in operating assetsreceived; and provided further, however, further that any cash proceeds not so applied shall be immediately applied to the prepayment of the Term Loans and/or cash collateralization of the reimbursement obligations of the Borrower hereunder as set forth in Section 2.05(b)(vii)clause (xii) below.

Extraordinary Receipt. Upon any Extraordinary Receipt received by or paid to or for the account of the Parent or any of its Restricted Subsidiaries, and not otherwise included in clauses (iv) or (v) of this Section 2.05(b), and which results in the receipt by the Parent and its Restricted Subsidiaries of aggregate Net Cash Proceeds in excess of $25,000,000 10,000,000 in any fiscal year, the Borrowers Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom immediately within 5 Business Days upon receipt thereof by the Parent Borrower or such Restricted Subsidiary (such prepayments to be applied as set forth in clause (vii) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent prior to or promptly after the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), the Parent Borrower or any Restricted Subsidiary may apply such Net Cash Proceeds, within three hundred and sixty-five (365) 365 days following receipt of such Net Cash Proceeds (or, if the Parent Borrower or the relevant Restricted Subsidiary, as applicable, has contractually committed within 365 180 days following receipt of such Net Cash Proceeds to apply reinvest such Net Cash Proceeds, 545 days following receipt of such Net Cash Proceeds), to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received or otherwise in the amelioration of the loss in respect of which the Net Cash Proceeds were received or to reinvest acquire, maintain, develop, construct, improve, upgrade or repair assets useful in operating assetsthe business of the Parent or any Restricted Subsidiary or to make Permitted Acquisitions and other permitted Investments hereunder (other than Permitted Intercompany Investments or investments in cash or Cash Equivalents) or to meet a third party claim; and provided further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Term Loans as set forth in Section 2.05(b)(vii).

Extraordinary Receipt. Upon any Extraordinary Receipt received by or paid to or for the account of the Parent Borrower or any of its Restricted Subsidiaries, and not otherwise included in clauses (iv) Sections 5.7.1, 5.7.2 or (v) 5.7.3 of this Section 2.05(b), and which results in the receipt by the Parent and its Restricted Subsidiaries of aggregate Net Cash Proceeds in excess of $25,000,000 in any fiscal year5.7, the Borrowers Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom (reduced by any amounts required to be paid to the other Creditors pursuant to the Intercreditor Agreement) immediately upon receipt thereof by the Parent Borrower or such Restricted Subsidiary (such prepayments to be applied as set forth in clause (vii) belowSection 5.7.6 below and to be subject to the Intercreditor Agreement); providedprovided , howeverhowever , that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Company (Borrower, and so long as notified by the Company to the Administrative Agent prior to or promptly after the date no Event of receipt of such insurance proceeds, condemnation awards or indemnity payments)Default shall have occurred and be continuing, the Parent Borrower or any Restricted such Subsidiary may apply such Net Cash Proceeds, cash proceeds within three hundred and sixty-five (365) 180 days following after the receipt of such Net Cash Proceeds (or, if the Parent or the relevant Restricted Subsidiary, as applicable, has contractually committed within 365 days following receipt of such Net Cash Proceeds to apply such Net Cash Proceeds, 545 days following receipt of such Net Cash Proceeds), thereof to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received or contractually agree to reinvest in operating assetssuch replacement or repair within such 180 day period pursuant to definitive agreement (and, if so contractually committed, actually utilized within 270 days of the date of receipt of such cash proceeds); and provided furtherfurther , howeverhowever , that any cash proceeds Net Cash Proceeds not subject to such definitive agreement or so applied as required above shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(vii)5.7.6.

Extraordinary Receipt. Upon any Extraordinary Receipt received by or paid to or for the account of the Parent or any of its Restricted Subsidiaries, and not otherwise included in clauses (iv) or (v) of this Section 2.05(b), and which results in the receipt by the Parent and its Restricted Subsidiaries of aggregate Net Cash Proceeds in excess of $25,000,000 in any fiscal year, the Borrowers shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Parent or such Restricted Subsidiary (such prepayments to be applied as set forth in clause (vii) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Company (as notified by the Company to the Administrative Agent prior to or promptly after the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), the Parent or any Restricted #95484613v795537764v17 Subsidiary may apply such Net Cash Proceeds, within three hundred and sixty-five (365) days following receipt of such Net Cash Proceeds (or, if the Parent or the relevant Restricted Subsidiary, as applicable, has contractually committed within 365 days following receipt of such Net Cash Proceeds to apply such Net Cash Proceeds, 545 days following receipt of such Net Cash Proceeds), to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received or to reinvest in operating assets; and provided further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Term Loans as set forth in Section 2.05(b)(vii). (i) Blue Prism Acquisition. If the net proceeds of the Term B-6 Loans and the Term B-7 Loans have not been deposited with Link Market Services Limited, in its capacity as transfer agent in respect of the Blue Prism Acquisition on or prior to March 31, 2022, the Borrowers shall prepay 100% of the outstanding principal amount of Term B-6 Loans and Term B-7 Loans on such day.

Extraordinary Receipt. Upon any Extraordinary Receipt received by or paid to or for the account of the Parent or any of its Restricted Subsidiaries, and not otherwise included in clauses (iv) or (v) of this Section 2.05(b), and which results in the receipt by the Parent and its Restricted Subsidiaries of aggregate Net Cash Proceeds in excess of $25,000,000 in any fiscal year, the Borrowers shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Parent or such Restricted Subsidiary (such prepayments to be applied as set forth in clause (vii) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Company (as notified by the Company to the Administrative Agent prior to or promptly after the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), the Parent or any Restricted Subsidiary may apply such Net Cash Proceeds, within three hundred and sixty-five (365) days following receipt of such Net Cash Proceeds (or, if the Parent or the relevant Restricted Subsidiary, as applicable, has contractually committed within 365 days following receipt of such Net Cash Proceeds to apply such Net Cash Proceeds, 545 days following receipt of such Net Cash Proceeds), to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received or to reinvest #95537764v15AMERICAS/2023466857.21 #96465179v1 in operating assets; and provided further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Term Loans as set forth in Section 2.05(b)(vii).