Prepayment Events Sample Clauses

Prepayment Events. (i) On each occasion that an Asset Sale Prepayment Event or a Recovery Prepayment Event occurs, the Borrower shall, within ten Business Days after the receipt of Net Cash Proceeds of such Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within three Business Days after the Deferred Net Cash Proceeds Payment Date), prepay (or cause to be prepaid) (subject to Section 11.11 when applicable), in accordance with clauses (c) and (d) below, Term Loans with a principal amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that the percentage in this Section 5.2(a)(i) shall be reduced to (A) 50% if the Consolidated First Lien Net Leverage Ratio on the date of such prepayment is less than or equal to 2.80 to 1.00 but greater than 2.30 to 1.00 and (B) 0% if the Consolidated First Lien Net Leverage Ratio on the date of such prepayment is less than or equal to 2.30 to 1.00; provided, further, that the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase any Indebtedness (and with such prepaid or repurchased Indebtedness permanently extinguished) to the extent such Indebtedness is secured with a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans to the extent such Indebtedness requires the issuer to prepay or make an offer to purchase or prepay such Indebtedness with the proceeds of such Prepayment Event, in each case in an amount not to exceed the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of such Indebtedness and with respect to which such a requirement to prepay or make an offer to purchase or prepay exists and the denominator of which is the sum of the outstanding principal amount of such Indebtedness and the outstanding principal amount of the Term Loans (it being understood that to the extent the holders of such Indebtedness decline to have such Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof); provided, further, that (i) no prepayment shall be required pursuant to this Section 5.2(a)(i) in the case of any Asset Sale Prepayment Event or Recovery Prepayment Event yielding Net Cash Proceeds of less than $5,000,000 in the aggregate and (ii) unless and until the amount at any time of Net Cash Proce...

Prepayment Events. Promptly following the occurrence of any event for which the Borrower is required to make a prepayment under Sections 2.03(c) through (f), together with all supporting information reasonably requested by the Administrative Agent.

Prepayment Events. The Borrower shall make Prepayments under this Subsection 3.2(a)(2) upon the receipt of Net Proceeds in respect of any Prepayment Event in an amount equal to such Net Proceeds; provided, however, that in the case of a Prepayment Event consisting of a casualty or other insured damage, the Borrower shall not be subject to such prepayment obligation if no Default or Event of Default has occurred and is continuing and (i) if the property that was the subject of such casualty or damage is subject to a Lien permitted under paragraph (1) of the definition of "Permitted Liens" and the Person secured by such Lien is named as the loss payee of the insurance proceeds payable with respect to such casualty or damage, or (ii) if within the period of thirty (30) days following the receipt of such Net Proceeds the Borrower (A) notifies the Administrative Agent that it intends to reinvest such Net Proceeds within the six (6) months thereafter in the payment of the costs of repairing, restoring, rebuilding or replacing the portion of the property that was the subject of such casualty or damage; and (B) certifies that such repair, restoration, rebuilding or replacement will be completed within a period of six (6) months from the occurrence of the relevant casualty event; and provided further, that if the Net Proceeds from such a casualty event or damage exceed five million Dollars (US$5,000,000), the full amount thereof shall be paid to the Collateral Agent to be held by the Collateral Agent in the Net Proceeds Account and shall be released by the Collateral Agent to or at the direction of the Borrower as and when required for payment of such costs of repair, restoration, rebuilding or replacement.

Prepayment Events. (A) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Company or any Restricted Subsidiary in respect of any Prepayment Event following the Closing Date, the Company shall, within one Business Day following the day such Net Cash Proceeds are received (or, in the case of a Prepayment Event described in clauses (a) or (b) of the definition of the term “Prepayment Event,” within five Business Days after such Net Cash Proceeds are received), prepay Advances under the Term Facilities in an amount equal to 100.0% of such Net Cash Proceeds; provided that, in the case of any event described in clauses (a) or (b) of the definition of the term “Prepayment Event,” if the Company shall, prior to the date of the required prepayment, deliver to the Agents a certificate of an authorized officer of the Company to the effect that the Company intends to cause the Net Cash Proceeds from such event (or a portion thereof specified in such certificate) to be applied within 365 days after receipt of such Net Cash Proceeds to acquire assets to be used in the business of the Company or the Restricted Subsidiaries, or to consummate any Permitted Acquisition (or any other acquisition of all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of) any Person) permitted hereunder, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Cash Proceeds from such event (or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except to the extent of any such Net Cash Proceeds that have not been so applied by the end of such 365-day period (or within

Prepayment Events. On each occasion that a Prepayment Event occurs, the Borrowers shall, within seven Business Days after the occurrence of such Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within seven Business Days after the Deferred Net Cash Proceeds Payment Date), repay, in accordance with clause (e) below, the Revolving Credit Loans in an amount equal to 100% of the Net Cash Proceeds from such Prepayment Event. If the Stock or Stock Equivalents of any Credit Party is sold or any Credit Party is sold as a going concern on any date, the sale proceeds shall be allocated as follows: that portion of the sale proceeds equal to the aggregate gross book value of Accounts (excluding any reserves) and Cost of Inventory shall be allocated to the Collateral of the Credit Parties so sold and shall be deemed to be proceeds thereof and applied pursuant to the immediately preceding sentence.

Prepayment Events. The Parent shall ensure that the Borrowers prepay Loans (and, in the case of paragraph (f) below, net payments due to any Hedge Counterparty as a result of termination or closing out of any Hedging Agreement as a result of such prepayment) in the following amounts at the times and in the order of application contemplated by Clause 8.2 (Application of mandatory prepayments): (a) to the extent not transferred into a Holding Account, in accordance with paragraph (a)(ii) of Clause 8.3 (Mandatory Prepayment Accounts and Holding Accounts), the net proceeds of any Insurance Proceeds received in any given year in excess of EUR 15,000,000 in aggregate to be paid within 10 Business Days of receipt; (b) to the extent not transferred into a Holding Account in accordance with paragraph (a)(iii) of Clause 8.3 (Mandatory Prepayment Accounts and Holding Accounts), the net proceeds of Permitted Disposals (other than the net proceeds of a Permitted Disposal falling under paragraph (e)(i) of the definition of Permitted Disposal) received in excess of EUR 7,500,000 in aggregate in any given year to be paid within 10 Business Days of receipt. (c) any consideration received by any member of the Eurotunnel Group in cash in connection with any partial or total nationalisation, expropriation or compulsory acquisition and any moneys received in respect of compensation under the Concession Agreement; (d) in the event that the Synthetic Senior Debt Service Cover Ratio is less than 1.25x for three consecutive Testing Dates on each Interest Payment Date following the third such Testing Date, an amount equal to the aggregate of the Permitted Payment Amount (if any) and the amount that would otherwise have been payable into the Permitted Payments Account or the Capex Reserve Account (as applicable) under the Intercreditor Agreement on each such Interest Payment Date (such requirement to cease on the Testing Date on which the Synthetic Senior Debt Service Cover Ratio becomes equal to or greater than 1.25x but to apply again in the event that the Synthetic Senior Debt Service Cover Ratio is less than 1.25x for three consecutive Testing Dates); (e) upon the occurrence of a Change of Control that has not been approved by the Majority Lenders, the Facilities will be cancelled and all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents, shall become immediately due and payable; and (f) from the proceeds of any Permitted Financial Indebte...

Prepayment Events. In addition, the Loans shall be prepaid by an amount equal to the Net Cash Proceeds that the Parent Guarantor or any of its Subsidiaries shall at any time or from time to time after the date hereof receive in connection with a Prepayment Event. Each such prepayment shall be made within five Euro-Dollar Business Days of receipt by the Parent Guarantor or any of its Subsidiaries, as the case may be, of such Net Cash Proceeds, provided that (i) if the Net Cash Proceeds in respect of any Prepayment Event are less than $5,000,000, such prepayment shall be effective upon receipt of proceeds such that, together with all other such amounts not previously applied such Net Cash Proceeds is equal to at least $5,000,000; and (ii) if any prepayment would otherwise require prepayment of Euro- Dollar Loans or portions thereof prior to the last day of the then current Interest Period, then such prepayment shall, unless the Administrative Agent otherwise notifies the Borrower upon the instructions of the Required Lenders, be deferred to the last day of such Interest Period. The Borrower shall give the Administrative Agent at least three Euro-Dollar Business Days' notice of each prepayment required to be made pursuant to this subsection (b).

Prepayment Events. (i) The Borrowers shall be obliged to prepay all the Facilities (including the discharge in full of the Ancillary Outstandings) in whole immediately upon the occurrence of a Full Prepayment Event, whereupon the Total Commitments in respect of all the Facilities shall be reduced to zero.

Prepayment Events. The Borrower shall make a mandatory prepayment of principal on the Loans equal to: (i) the after-tax net proceeds (as estimated in good faith by the Borrower) of any sale of assets in excess of $100,000 authorized by Section 8.2.7

Prepayment Events. (i) Unless the Agent (acting on behalf of all of the Banks) otherwise agrees, the Borrowers shall be obliged to prepay the Facilities (including the discharge in full of the Ancillary Facilities Liabilities) in whole immediately upon the occurrence of a Full Prepayment Event (whether or not also an Event of Default), whereupon the Total Commitments in respect of the Facilities shall be reduced to zero. (ii) Unless the Agent (acting on behalf of all of the Banks) otherwise agrees, the Borrowers shall be obliged to apply (or procure that the same are applied) the aggregate net proceeds of any Flotation which does not constitute a Full Prepayment Event in or towards prepayment of the Facilities as follows: (A) the first L100,000,000 of such aggregate net proceeds shall be applied in or towards prepayment of the Facilities; and (B) (thereafter, an amount equal to 50 per cent. of any other aggregate net proceeds shall be applied in or towards prepayment of the Facilities.