Net Proceeds Offer Clause Samples
A Net Proceeds Offer clause requires a party, typically a borrower, to use the net proceeds from certain asset sales or insurance recoveries to make an offer to repay outstanding debt. In practice, this means that if the borrower sells a significant asset or receives insurance money, they must calculate the net amount received after deducting transaction costs and then offer to use those funds to pay down the loan. This clause ensures that lenders have a mechanism to recover their funds more quickly if the borrower's financial situation changes due to asset sales, thereby reducing the lender's risk exposure.
Net Proceeds Offer. In the event of certain Sale/Leaseback Transactions, the Company may be required to make a Net Proceeds Offer to purchase all or any portion of each Holder’s Notes, at 100% of the principal amount thereof, plus accrued and unpaid interest to the Net Proceeds Payment Date.
Net Proceeds Offer. If on the 366th day after an Asset Sale the Company has not applied or invested the Net Cash Proceeds or non-cash consideration received by the Company or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale that is converted into or sold or otherwise disposed of for cash (as described in Section 4.10 of the Indenture) relating to such Asset Sale as set forth in clauses (3)(a) and (3)(b) of paragraph (a) of Section 4.10 of the Indenture (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which has not been applied or invested on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a) and (3)(b) of paragraph (a) of Section 4.10 of the Indenture (each, a “Net Proceeds Offer Amount”) shall be applied by the Company to make an offer to purchase (the “Net Proceeds Offer”) pursuant to Sections 3.10 and 4.10 of the Indenture to all Holders and, to the extent required by the terms of any other debt that is pari passu with the Notes (“Pari Passu Debt”), to all holders of such Pari Passu Debt on a date (the “Net Proceeds Offer Payment Date”) not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders (and holders of any Pari Passu Debt) pro rata, the maximum amount of Notes and such other Pari Passu Debt equal to the Net Proceeds Offer Amount with respect to the Notes at a price equal to 100% of the principal amount of the Notes (and Pari Passu Debt) to be purchased, plus accrued and unpaid interest thereon, if any, to the Purchase Date. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, the tendered Notes will be purchased pro rata based on the aggregate amounts of Notes and Pari Passu Debt of the Company properly tendered (and the Trustee shall select the tendered Notes of tendering Holders pro rata based on the amount of Notes and other pari passu Indebtedness of the Company properly tendered). A Net Proceeds Offer shall remain open for a period of 20 Business Days or such...
Net Proceeds Offer. In the event of Asset Sales, under certain circumstances, the Company will be obligated to make a Net Proceeds Offer to purchase all or a specified portion of each Holder's Securities at a purchase price equal to 100% of the principal amount of the Securities, together with accrued and unpaid interest to the Net Proceeds Payment Date.
Net Proceeds Offer. If the Company consummates any Asset Sale, the Company may be required to utilize a portion of the net proceeds received from such Asset Sale to offer to repurchase Notes from the Holders at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, to the date of repurchase, in accordance with the provisions of the Indenture.
Net Proceeds Offer. Within 12 months from the date that the Company or any of its Restricted Subsidiaries makes any Asset Sale, the Net Proceeds thereof shall, in accordance with Section 4.15 of the Indenture, be reinvested in Additional Assets or used to repurchase or redeem Debt of the Company which rank PARI PASSU with the Securities, or Debt of a Restricted Subsidiary of the Company which is not subordinated to other Debt of such Restricted Subsidiary (which in each case shall be a permanent reduction of such Debt) or if not so used within 30 days from the expiration of such 12-month period, to use the remaining Net Proceeds to make an offer to repurchase Securities at a price equal to 100% of the principal amount thereof plus accrued interest in accordance with the procedures set forth in the Indenture (a "Net Proceeds Offer"). Notwithstanding the preceding sentence, a Net Proceeds Offer made in connection with any Asset Sale need not be applied in accordance with the preceding sentence, unless and until the aggregate Net Proceeds for all such Asset Sales in a 12-month period exceeds $5,000,000.
Net Proceeds Offer. The Company is, subject to certain conditions, obligated to make an offer to purchase Notes at 100% of their principal amount, plus accrued and unpaid interest, if any, thereon to the date of purchase with certain of the Net Cash Proceeds of certain Asset Sales in accordance with the Indenture.
Net Proceeds Offer. SECTION 13.1 Net Proceeds Offer.
(a) Whenever the Issuer is required under Section 3.15(b) to make a Net Proceeds Offer, the Issuer shall make such Net Proceeds Offer in accordance with the procedures set forth in Section 13.1(b). If the aggregate purchase price of Senior Notes tendered pursuant to the Net Proceeds Offer is less than the Net Proceeds required by Section 3.15(b) and this Section 13.1 to be allotted to the purchase of the Senior Notes then, subject to the provisions of Article XIV and the Collateral Documents, the Issuer may use the remaining Net Proceeds for general corporate purposes and such Net Proceeds shall no longer constitute "Excess Proceeds" within the meaning of Section 3.15(b).
(b) (i) Promptly, and in any event within the time period specified in Section 3.15(b), the Issuer shall be obligated to deliver to the Trustee and send, by first-class mail to each Senior Noteholder in whose name a Senior Note is then registered, or, at the request of the Issuer, the Trustee shall send, a written notice stating that: