Common use of Ownership and Disposal of Assets Clause in Contracts

Ownership and Disposal of Assets. (a) Make any Asset Sale of the Tunica Vessel; (b) Make any Asset Sale, provided, however, that an Asset Sale may be made (other than an Asset Sale that comprises the Tunica Vessel) if: (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom (other than a Default or Event of Default arising from an Asset Sale that is a consequence of an Event of Loss); (ii) such Borrower or Restricted Subsidiary, as applicable, receives consideration of not less than the fair market value, as of the time of such Asset Sale, of the assets that are the subject of such Asset Sale (other than an Asset Sale that is a consequence of an Event of Loss); (iii) such Borrower or such Restricted Subsidiary, as applicable, receives (A) 75% of the consideration for such Asset Sale (other than an Asset Sale that is a consequence of an Event of Loss) in the form of cash or Cash Equivalents, or (B) the assumption by the transferee of liabilities (other than liabilities that, by their terms, are subordinated to the Obligations) of such Borrower or Restricted Subsidiary, as applicable (provided, that following such Asset Sale there is no further recourse to such Borrower or its Restricted Subsidiaries with respect to such liabilities), or (C) assets or property that, in the good faith judgment of the Managers, at the time of such Asset Sale, will be used in the business of the applicable Borrower or its Restricted Subsidiary; (iv) within 270 days of such Asset Sale, the Net Proceeds thereof are (A) invested in assets related to the business of the applicable Borrower or its Restricted Subsidiaries, (B) applied to repay Indebtedness under Purchase Money Indebtedness incurred in connection with the asset sold, (C) at the option of Lender, to the extent not invested or applied as provided in clauses (A) or (B) above (Net Proceeds not being so invested or applied, "Excess Proceeds"), applied to repay Indebtedness under this Agreement and to permanently reduce the Maximum Revolver Amount by the amount of Indebtedness so repaid, provided that such Borrower shall have no obligation to so prepay Indebtedness under this Agreement and to so permanently reduce the Maximum Revolver Amount unless the aggregate amount of Excess Proceeds shall exceed $1,500,000; or (D) applied to make an offer to purchase Notes as provided in the Indenture, provided, that such Borrower shall not make an offer to so purchase Notes unless the aggregate amount of Excess Proceeds minus the amount applied to repay Indebtedness under this Agreement pursuant to the foregoing clause (C) shall exceed $20,000,000. (c) Pending the final application of any Net Proceeds of any Asset Sale in accordance with Section 7.4(b), Borrowers shall apply such Net Proceeds to the outstanding Obligations or retain such Net Proceeds, in each case, in accordance with the terms hereof. (d) At any time that the Maximum Revolver Amount shall be permanently reduced pursuant to Section 7.4(b)(iv)(C), then Borrowers shall pay Lender a fee, at the time of any such reduction in the Maximum Revolver Amount, in an amount equal to the product of (i) the amount of such reduction in the Maximum Revolver Amount times (ii) the Applicable Prepayment Premium.

Ownership and Disposal of Assets. (a) Make any Asset Sale sale, lease, exchange, or other disposition, in one or a series of related transactions, of all or any portion of the Tunica Vesselassets of Borrower that compose the Ice Harbor Facility; (b) Make any Asset Sale, provided, however, that an Asset Sale may be made (other than an Asset Sale comprised of any assets that comprises compose the Tunica VesselIce Harbor Facility) if: (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom (other than a Default or Event of Default arising from an Asset Sale that is a consequence of an Event of Loss)) and no Referendum Determination Date shall have occurred; (ii) such Borrower or such Restricted Subsidiary, as applicable, receives consideration of not less than the fair market value, as of the time of such Asset Sale, of the assets that are the subject of such Asset Sale (other than an Asset Sale that is a consequence of an Event of Loss); (iii) such Borrower or such Restricted Subsidiary, as applicable, receives (A) 75% of the consideration for such Asset Sale (other than an Asset Sale that is a consequence of an Event of Loss) in the form of cash or Cash Equivalents, Equivalents or (B) the assumption by the transferee of liabilities (other than liabilities that, by their terms, are subordinated to the Obligations) of such Borrower or such Restricted Subsidiary, as applicable (provided, that following such Asset Sale there is no further recourse to such Borrower or its Restricted Subsidiaries with respect to such liabilities), or (C) assets or property that, in the good faith judgment of the Managers, at the time of such Asset Sale, will be used in the business of the applicable Borrower or its Restricted Subsidiary; (iv) within 270 days of such Asset Sale, the Net Proceeds thereof are (A) invested in assets related to the business of the applicable Borrower or its Restricted SubsidiariesSubsidiaries (which, in the case of a sale of a Gaming Vessel (as that term is defined in the Indenture) must be a Gaming Vessel having a fair market value, as determined by an independent appraisal, at least equal to the fair market value of the Gaming Vessel being replaced immediately preceding the Asset Sale), (B) applied to repay Indebtedness under Purchase Money Indebtedness incurred in connection with secured by the asset assets sold, (C) at the option of Lender, to the extent not invested or applied as provided in clauses (A) or (B) above (Net Proceeds not being so invested or applied, "Excess Proceeds"), applied to repay Indebtedness under this Agreement and to permanently reduce the Maximum Revolver Amount by the amount of Indebtedness so repaid, provided that such Borrower shall have no obligation to so prepay Indebtedness under this Agreement and to so permanently reduce the Maximum Revolver Amount unless the aggregate amount of Excess Proceeds shall exceed $1,500,000; or (D) applied to make an offer to purchase Notes as provided in the Indentureany combination of clauses (A), provided(B), that such Borrower shall not make an offer to so purchase Notes unless the aggregate amount of Excess Proceeds minus the amount applied to repay Indebtedness under this Agreement pursuant to the foregoing clause or (C); and (v) shall exceed $20,000,000.the Net Proceeds of any Asset Sale involving a condemnation or taking by eminent domain are paid over to Lender in conformance with the requirements of Section 6.8(d) hereof; (c) Pending the final application of any Net Proceeds of any Asset Sale in accordance with Section 7.4(b), Borrowers Borrower shall apply such Net Proceeds to the outstanding Obligations or retain such Net Proceeds, in each case, in accordance with the terms hereof. (d) At any time that the Maximum Revolver Amount shall be permanently reduced pursuant to Section 7.4(b)(iv)(C), then Borrowers shall pay Lender a fee, at the time of any such reduction in the Maximum Revolver Amount, in an amount equal to the product of (i) the amount of such reduction in the Maximum Revolver Amount times (ii) the Applicable Prepayment Premium.

Ownership and Disposal of Assets. (a) Make any Asset Sale of either or both of the Tunica VesselVessels; (b) Make any Asset Sale, provided, however, that an Asset Sale may be made (other than an Asset Sale that comprises the Tunica a Vessel) if: (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom (other than a Default or Event of Default arising from an Asset Sale that is a consequence of an Event of Loss); (ii) such Borrower or Restricted Subsidiary, as applicable, receives consideration of not less than the fair market value, as of the time of such Asset Sale, of the assets that are the subject of such Asset Sale (other than an Asset Sale that is a consequence of an Event of Loss); (iii) such Borrower or such Restricted Subsidiary, as applicable, receives (A) 75% of the consideration for such Asset Sale (other than an Asset Sale that is a consequence of an Event of Loss) in the form of cash or Cash Equivalents, or (B) the assumption by the transferee of liabilities (other than liabilities that, by their terms, are subordinated to the Obligations) of such Borrower or Restricted Subsidiary, as applicable (provided, that following such Asset Sale there is no further recourse to such Borrower or its Restricted Subsidiaries with respect to such liabilities), or (C) fixed assets or property that, in the good faith judgment of the Managers, at the time of such Asset Sale, will be used in the business a Related Business of the applicable Borrower or its Restricted Subsidiary; (iv) within 270 days of such Asset SaleSale (or within 30 days in the case of an Asset Sale or series of related Asset Sales with Net Proceeds of $15,000,000 or more), the Net Proceeds thereof are (A) invested in fixed assets related to or property that, in the business good faith judgment of the Managers, at the time of such Asset Sale, will be used in a Related Business of the applicable Borrower or its Restricted SubsidiariesSubsidiary, (B) applied to repay Indebtedness under Purchase Money Indebtedness incurred in connection with the asset sold, (C) at the option of LenderAgent, to the extent not invested or applied as provided in clauses (A) or (B) above (Net Proceeds not being so invested or applied, "Excess Proceeds"), applied to repay Indebtedness under this Agreement and to permanently reduce the amount set forth in clause (a) of the definition of Maximum Revolver Amount by the amount of Indebtedness so repaid, provided that such Borrower shall have no obligation to so prepay Indebtedness under this Agreement and to so permanently reduce the amount set forth in clause (a) of the definition of the Maximum Revolver Amount unless the aggregate amount of Excess Proceeds shall exceed $1,500,000; or (D) applied to make an offer to purchase Notes as provided in the Indenture, provided, that such Borrower shall not make an offer to so purchase Notes unless the aggregate amount of Excess Proceeds minus the amount applied to repay Indebtedness under this Agreement pursuant to the foregoing clause (C) shall exceed $20,000,0005,000,000. (c) Pending the final application of any Net Proceeds of any Asset Sale in accordance with Section 7.4(b), Borrowers shall apply such Net Proceeds to the outstanding Obligations or retain such Net Proceeds, in each case, in accordance with the terms hereof. (d) At any time that the Maximum Revolver Amount shall be permanently reduced pursuant to Section 7.4(b)(iv)(C), then Borrowers shall pay Lender a fee, at the time of any such reduction in the Maximum Revolver Amount, in an amount equal to the product of (i) the amount of such reduction in the Maximum Revolver Amount times (ii) the Applicable Prepayment Premium.

Ownership and Disposal of Assets. (a) Make any Asset Sale (other than as a result of an Event of Loss) of either or both of the Tunica Vessel;Vessels; or (b) Make any Asset SaleSale (other than an Asset Sale specifically permitted under Section 6.5), provided, however, that an Asset Sale may be made (other than an Asset Sale that comprises the Tunica Vessela Vessel (other than as a result of an Event of Loss)) if: (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom (other than a Default or Event of Default arising from an Asset Sale that is a consequence of an Event of LossLoss or with respect to an Asset Sale of either the equity interest or all or substantially all of the assets of BCG in accordance with Section 6.5); (ii) such Borrower or Restricted Subsidiary, as applicable, receives consideration of not less than the fair market value, as of the time of such Asset Sale, of the assets that are the subject of such Asset Sale (other than an Asset Sale that is a consequence of an Event of Loss); (iii) such Borrower or such Restricted Subsidiary, as applicable, receives (A) 75% of the consideration for such Asset Sale (other than an Asset Sale that is a consequence of an Event of Loss) in the form of cash or Cash Equivalents, or (B) the assumption by the transferee of liabilities (other than liabilities that, by their terms, are subordinated to the Obligations) of such Borrower or Restricted Subsidiary, as applicable (provided, that following such Asset Sale there is no further recourse to such Borrower or its Restricted Subsidiaries with respect to such liabilities), or (C) assets or property that, in the good faith judgment of the Managers, at the time of such Asset Sale, will be used in the business of the applicable Borrower or its Restricted Subsidiary; (iv) within 270 days upon the consummation of such Asset Sale, the Net Proceeds thereof are (A) invested in assets related applied to the business of the applicable Borrower or its Restricted Subsidiaries, (B) applied to repay Indebtedness under Purchase Money Indebtedness incurred in connection with the asset sold, (C) at the option of Lender, to the extent not invested or applied as provided in clauses (A) or (B) above (Net Proceeds not being so invested or applied, "Excess Proceeds"), applied to repay Indebtedness under this Agreement and to permanently reduce the Maximum Revolver Amount by the amount of Indebtedness so repaid, provided that such Borrower shall have no obligation to so prepay Indebtedness under this Agreement and to so permanently reduce the Maximum Revolver Amount unless the aggregate amount of Excess Proceeds shall exceed $1,500,000; or (D) applied to make an offer to purchase Notes as provided in the Indenture, provided, that such Borrower shall not make an offer to so purchase Notes unless the aggregate amount of Excess Proceeds minus the amount applied to repay Indebtedness under this Agreement pursuant to the foregoing clause (C) shall exceed $20,000,000. (c) Pending the final application of any Net Proceeds of any Asset Sale outstanding Obligations in accordance with Section 7.4(b2.2(b) (with a corresponding permanent reduction in the Revolver Commitments); and (v) after giving effect to such Asset Sale (other than an Asset Sale that is a consequence of an Event of Loss), Borrowers an aggregate amount, determined at the greater of fair market and book value of the Asset Sales involved, of not more than $2,500,000 of Assets Sales will have been consummated in any fiscal year of Parent; provided, that the foregoing limitations shall not apply such Net Proceeds to the outstanding Obligations sale of Excess Land or retain such Net Proceeds, in each case, with respect to an Asset Sale of either the equity interest or all or substantially all of the assets of BCG in accordance with the terms hereofSection 6.5. (d) At any time that the Maximum Revolver Amount shall be permanently reduced pursuant to Section 7.4(b)(iv)(C), then Borrowers shall pay Lender a fee, at the time of any such reduction in the Maximum Revolver Amount, in an amount equal to the product of (i) the amount of such reduction in the Maximum Revolver Amount times (ii) the Applicable Prepayment Premium.