Mandatory Prepayment of the Loans. (a) Subject to Section 3.4(d), concurrently upon receipt by any of the Loan Parties or any of the Mexican Subsidiaries of cash proceeds (or, in the case of cash proceeds received by any of the Loan Parties or Mexican Subsidiaries in the form of a check, such check shall be deposited into a bank account of the appropriate Loan Party or Mexican Subsidiary within one (1) Business Day of receipt of such check and the collected proceeds of such check shall be applied within one (1) Business Day after collection thereof) of any asset disposition (excluding proceeds of (i) asset dispositions permitted by Section 7.11(iii), except to the extent required under such Section, and (ii) asset dispositions, individually or as part of a series of related transactions, by any one or more of the Mexican Subsidiaries of less than all or substantially all of the assets of the Mexican Subsidiaries taken as a whole) or any sale or issuance of stock or other equity interests of any Loan Party or any Mexican Subsidiary (other than the sale or issuance by the Parent of common stock of the Parent in respect of the exercise of stock options granted under the Stock Option Plan, but only to the extent that after giving effect thereto the aggregate amount of cash received for the common stock sold or issued pursuant to the exercise of all such stock options on and after the date hereof shall not exceed $4,000,000 in the aggregate in any Fiscal Year and $10,000,000 in the aggregate during the term of this Agreement), the Borrowers shall repay or prepay the Loans and other Obligations in an amount equal to all such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by the applicable Loan Party or Mexican Subsidiary in connection therewith (in each case, paid to Persons not known by any Loan Party at the time of such asset disposition or sale or issuance of equity interests to be an Affiliate of a Loan Party), (B) any Taxes arising in connection with such transaction (after taking into account any available Tax credits or deductions arising from such transaction) and the accrual of any payments that would be required to be made pursuant to the Tax Sharing Agreement in connection with such transaction and (C) amounts payable to holders of Liens (to the extent such Liens constitute Permitted Liens hereunder and such Liens are senior to the Agent's Liens), if any, on the assets being ...
Mandatory Prepayment of the Loans. (i) The Borrowers shall immediately prepay the Loans (A) in whole at 100% of the principal amount then outstanding, plus accrued and unpaid interest thereon through the prepayment date, plus outstanding and unpaid fees and expenses payable to the Lenders under the Loan Documents through the prepayment date, upon the occurrence of any of the following events: (1) any Change of Control; (2) the Disposition (whether in one or more transactions) of 20% or more of the consolidated assets of Parent and its Subsidiaries; and (3) acceleration of the Loans pursuant to Section 8.2 and (B) in the amount of $2,000,000 with respect to receipt of proceeds under the insurance policy with respect to Xxxx Xxxxx as set forth in Section 6.7(d) (each of the foregoing events, a “Mandatory Prepayment Event”).
(ii) The Borrowers agree not to cause or, to the extent the occurrence of a Mandatory Prepayment Event is within their control, allow a Mandatory Prepayment Event to occur, in either case without providing each Lender written notice at least 10 Business Days prior to the anticipated date of the occurrence of the Mandatory Prepayment Event (the date specified in such offer being the “Mandatory Prepayment Date”), specifying such Mandatory Prepayment Date and that such prepayment is to be made pursuant to this Section 2.7(b). The Borrowers shall, on or before the day on which the Borrowers give written notice of any prepayment pursuant to this Section 2.7(b), give telephonic notice of the principal amount of the Loans to be prepaid and the prepayment date to each holder which shall have designated a recipient of such notices in Schedule 1 attached hereto or by notice in writing to the Borrowers.
Mandatory Prepayment of the Loans. On or within five (5) days after the IPO Date, the Borrower shall prepay in full all of the Indebtedness under the Loan Documents and promptly thereafter cause all of the Liens securing such Indebtedness to be released and terminated.
Mandatory Prepayment of the Loans. (a) The Co-Borrowers shall make, in addition to the required quarterly principal payments on the Term Loan Facility described in Section 2.02 hereof, a mandatory prepayment of the Term Loan:
(1) once each year, in an amount equal to fifty percent (50%) of the Excess Cash Flow for the prior Fiscal Year. The Excess Cash Flow shall be determined from the annual financial statements to be delivered to the Agent pursuant to Section 5.02 of this Loan Agreement. The mandatory prepayment of principal, if any, shall be made on or before August 15th of each Fiscal Year, with the first payment due and owing on August 15, 1999 for the prior 1999 Fiscal Year (which Fiscal Year ended on March 31, 1999); and
(2) from time to time as Properties are damaged, destroyed or condemned in an amount equal to the net insurance or condemnation proceeds / award (each to the extent that such net insurance or condemnation proceeds / award are not reinvested by the Co-Borrowers in similar Properties within twelve (12) months of the receipt of net proceeds from the damage, destruction or condemnation.
(b) All mandatory prepayments of the Term Loan Facility shall be applied in the inverse order of maturity until the Term Loan Facility has been repaid in full.
(c) To the extent of any remaining monies available under Section 2.05(ii)(a) above, after repayment in full of the Term Loan Facility, all such monies shall be the sole property of the Co-Borrowers and the Agent and the Lenders shall have no rights or interests therein.
Mandatory Prepayment of the Loans. Borrower shall promptly pay to Lender 100% of all proceeds from the sale of any assets of Borrower that comprise any part of the Collateral (provided, however, that this provision is subject to Section 7.2(a) and shall not be deemed to be a consent by Lender to any such sale); except that Borrower shall not be obligated to pay to Lender any such proceeds from Hydrocarbons sold by Borrower in the ordinary course of business, or proceeds that are expended, within one hundred twenty (120) days after the sale from which the proceeds arose, to acquire additional assets acceptable to Lender that are added to the Collateral if the discounted present value of the Proved Reserves attributable to such assets, determined in accordance with Section 7.1(e), is at least equal to the proceeds paid to acquire such assets. All proceeds of any such sale, less those excepted pursuant to the preceding sentence, shall be immediately applied to repayment of the Loans and accrued interest thereon.
Mandatory Prepayment of the Loans. Borrower shall pay promptly to Lender the Dedication Rate multiplied by all proceeds of sale of any assets of Borrower that comprise any part of the Collateral and not otherwise constituting Gross Receipts and paid into the Cash Collateral Account (provided, however, that this provision is subject to Section 7.2 (a) and shall not be deemed to be a consent by Lender to any such sale). All proceeds of any such sale shall be immediately applied to repayment of the Loans and accrued interest thereon in accordance with Section 2.6(b) hereof.
Mandatory Prepayment of the Loans. The Borrower shall repay the Loans in whole, together with all accrued interest and, in the case of prepayment pursuant to clause (a) below, Take-Out Premium, if any, thereon, on the first to occur of: (a) a Prepayment Date upon a Change of Control in accordance with Section 2.6, and (b) ______________, 2002 [third anniversary of the Merger]. Whether or not the Loans shall have been paid in full, the Borrower shall pay to the Lenders the Takeout Premium, if any, on the Prepayment Date.
Mandatory Prepayment of the Loans. Unless the Lenders shall theretofore have exercised the Exchange Option as provided in Section 7.1, but subject to Section 2.6, the Borrower shall prepay the Loans in whole, together with all accrued interest and, in the case of prepayment pursuant to clause (a) below, Take-Out Premium, if any, thereon, on the first to occur of: (a) a Prepayment Date upon a Change of Control in accordance with Section 2.6, and (b) the last day of the Commitment Period. Whether or not the Loan shall have been paid in full, the Borrower shall, unless the Lenders shall theretofore have exercised the Exchange Option pursuant to Section 7.1, but subject to Section 2.6, pay to the Lenders the Takeout Premium, if any, on the Prepayment Date.
Mandatory Prepayment of the Loans. (a) The US Borrowers shall make, in addition to the required quarterly principal payments on the Acquisition/Term Loan Facility described in SECTION 2.02(v) hereof, a mandatory prepayment of the Acquisition/Term Loan Facility (except as otherwise provided for in SECTION 2.08(ii)(b) and SECTION 2.08(ii)(c) below):
(1) once each year, in an amount equal to the product of (A) the Mandatory Prepayment Percentage in effect from time to time MULTIPLIED BY (B) the Excess Cash Flow for the prior Fiscal Year. The Excess Cash Flow shall be determined from the annual financial statements to be delivered to the Administrative Agent pursuant to SECTION 5.02 of this Loan Agreement. The mandatory prepayment of principal, if any, shall be made on or before December 15th of each Fiscal Year, with the first payment due and owing on December 15, 2001 for the prior 2001 Fiscal Year (which Fiscal Year ends on July 31, 2001); and
(2) from time to time as Properties are damaged, destroyed or condemned in an amount equal to the net insurance or condemnation proceeds / award (each to the extent that such net insurance or condemnation proceeds / award are not reinvested by the US Borrowers in similar Properties within twelve (12) months of the receipt of net proceeds from the damage, destruction or condemnation); and
(3) within ten (10) calendar days of any US Borrower's receipt of any of the net proceeds described in CLAUSE (B) below, in an amount equal to the product of (A) the Mandatory Prepayment Percentage in effect from time to time MULTIPLIED BY (B) the net proceeds obtained by the Borrowers from the issuance of equity as permitted under the terms of ARTICLE VII of this Loan Agreement, EXCLUDING, HOWEVER, (I) net proceeds realized from the conversion of Consolidated Subordinated Debt of the Borrowers into equity of the Borrowers, (II) net proceeds obtained by the Borrowers from the issuance of additional equity where such equity is used SOLELY for acquisitions permitted under SECTION 7.05 of this Loan Agreement and (III) net proceeds obtained by the Borrowers from the exercise of any stock options held by any director, employee or member of senior management of such Borrower where such resulting net proceeds (x) are less than or equal to US$50,000.00 in connection with any such exercise and (y) are less than or equal to US$250,000.00 in the aggregate when taken together with all other such exercises which have occurred during the term of the Acquisition/Term Loan Facility.
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Mandatory Prepayment of the Loans. Borrower shall promptly pay to Lender 100% of all proceeds from the sale of any assets of Borrower that comprise any part of the Collateral (provided, however, that this provision is subject to Section 7.2 (a) and shall not be deemed to be a consent by Lender to any such sale); except that Borrower shall not be obligated to pay to Lender any such proceeds that are expended, within one hundred twenty (120) days after the sale from which the proceeds arose, to acquire additional assets acceptable to Lender that are added to the Collateral if the discounted present value of the Proved Reserves attributable to such assets, determined in accordance with Section 7.1(f), is at least equal to the proceeds paid to acquire such assets. All proceeds of any such sale, less those excepted pursuant to the preceding sentence, shall be immediately applied to repayment of the Loans and accrued interest thereon in accordance with Section 2.5(b) hereof.