Common use of Offers to Prepay in Connection with Asset Sales Clause in Contracts

Offers to Prepay in Connection with Asset Sales. (a) Within 15 Business Days of receipt by the Parent or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, the Company shall make an offer to make a prepayment of Loans with an aggregate prepayment price equal to such Net Asset Sale Proceeds, at a prepayment price equal to 100% of the principal amount of Loans prepaid, plus the Applicable Prepayment Premium determined for the prepayment date with respect to such principal amount, plus accrued and unpaid interest thereon, if any, to the applicable prepayment date, by delivering written notice of such offer to the Agent and the Lenders (the “Asset Sale Offer”); provided, however, that this Section 8.3(a) shall not apply to (x) Asset Sales of the Specified IP and (y) Asset Sales (other than of the Specified IP) (i) in any Fiscal Year the Net Asset Sale Proceeds from which do not exceed $1,000,000 in the aggregate and (ii) since the Closing Date the Net Asset Sale Proceeds from which do not exceed $3,000,000 in the aggregate. (b) If the Company makes an Asset Sale Offer in respect of any Asset Sale, the applicable written notice shall specify the date of prepayment and the aggregate amount of Net Asset Sale Proceeds to be applied to such prepayment, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated principal, interest and Applicable Prepayment Premium due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Each Lender shall have the right to accept or decline the Asset Sale Offer by providing written notice to the Company with a copy to the Agent within 30 days of receipt of same. The failure of a Lender to notify the Company of its acceptance within such 30 days shall be deemed to be a rejection of the Asset Sale Offer. If any Lender accepts the Asset Sale Offer, three Business Days after such 30-day notice period terminates, the Company shall prepay accepting Lenders’ Loans with an aggregate prepayment price equal to such Net Asset Sale Proceeds. The principal amount of the Loans to be prepaid shall be allocated among each accepting Lender’s portion of the Loans at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts of all accepting Lenders’ Loans not theretofore called for prepayment. Two Business Days prior to any such prepayment, the Company shall deliver to each participating Lender and the Agent a certificate of a Senior Financial Officer specifying the calculation of such Applicable Prepayment Premium as of the specified prepayment date.

Offers to Prepay in Connection with Asset Sales. (a) Within 15 Business Days of receipt by the Parent or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, the Company shall either (i) make an offer to make a prepayment of Loans with an aggregate prepayment price equal to such Net Asset Sale Proceeds, at a prepayment price equal to 100% of the principal amount of Loans prepaid, plus the Applicable Prepayment Premium determined for the prepayment date with respect to such principal amount, plus accrued and unpaid interest thereon, if any, to the applicable prepayment date, by delivering written notice of such offer to the Agent and the Lenders (the “Asset Sale Offer”); provided, howeveror (ii) so long as no Default or Event of Default shall have occurred and be continuing, that this Section 8.3(a) shall not apply deliver to Agent an Officer’s Certificate setting forth (x) that portion of such Net Asset Sales of the Specified IP and (y) Asset Sales (other than of the Specified IP) Sale Proceeds that such Principal Company or such Subsidiary intends to (i) use to purchase all or part of a Person in any Fiscal Year a transaction approved by the board of directors of such Principal Company or such Subsidiary or (ii) reinvest in equipment or other productive assets of the general type used in the business of such Principal Company and its Subsidiaries, in each case within 180 days of such date of receipt and stating that such portion of the Net Asset Sale Proceeds from which do not exceed $1,000,000 will be invested in Cash Equivalents subject to a First Priority Lien in favor of the aggregate Collateral Agent for the ratable benefit of the Secured Parties until so used or reinvested, and (iiy) since the Closing Date proposed use of such portion of the Net Asset Sale Proceeds from and such other information with respect to such use or reinvestment as the Agent may reasonably request, and each Principal Company shall, or shall cause one or more of its Subsidiaries to, diligently apply such portion to such reinvestment purposes; provided that, in respect of any reinvestment or purchase pursuant to clause (ii) of this Section 8.3, each Principal Company shall, and shall cause its Subsidiaries to, ensure that such reinvestment or purchase shall include the acquisition of assets constituting Collateral, which do not exceed $3,000,000 in such Principal Company’s reasonable judgment has a fair market value equal to or greater than the fair market value of all Collateral Disposed of in the aggregate. (b) corresponding Asset Sale less the Net Asset Sale Proceeds of such Asset Sale applied to prepayment of the Loans. If the Company makes elects to make an Asset Sale Offer in respect of any Asset Sale, the applicable written notice shall specify the date of prepayment and the aggregate amount of Net Asset Sale Proceeds to be applied to such prepayment, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated principal, interest and Applicable Prepayment Premium due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Each Lender shall have the right to accept or decline the Asset Sale Offer by providing written notice to the Company with a copy to the Agent within 30 days of receipt of same. The failure of a Lender to notify the Company of its acceptance within such 30 days shall be deemed to be a rejection of the Asset Sale Offer. If any Lender accepts the Asset Sale Offer, three Business Days after such 30-day notice period terminates, the Company shall prepay accepting Lenders’ Loans with an aggregate prepayment price equal to such Net Asset Sale Proceeds. The principal amount of the Loans to be prepaid shall be allocated among each accepting Lender’s portion of the Loans at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts of all accepting Lenders’ Loans not theretofore called for prepayment. Two Business Days prior to any such prepayment, the Company shall deliver to each participating Lender and the Agent a certificate of a Senior Financial Officer specifying the calculation of such Applicable Prepayment Premium as of the specified prepayment date.