Common use of Prepayment in Connection with Asset Sales Clause in Contracts

Prepayment in Connection with Asset Sales. If the Company is required, in accordance with Section 10.5, to offer to prepay the Notes of all Series using the proceeds of a sale of a substantial part of the assets of the Company and its Subsidiaries, the Company will give written notice thereof to each holder of a Note, which notice shall describe such sale in reasonable detail and (a) refer specifically to this Section 8.8, (b) specify the pro rata portion of each Note being so offered to be so prepaid (determined based on the unpaid principal amount of each Note in proportion to the aggregate unpaid principal of all Notes at the time outstanding), (c) specify a date not less than 30 days and not more than 60 days after the date of such notice (the “Asset Sale Prepayment Date”) and specify the Asset Sale Response Date (as defined below) and (d) offer to prepay on the Asset Sale Prepayment Date such pro rata portion of each Note, together with interest accrued thereon to the Asset Sale Prepayment Date. Each holder of a Note shall notify the Company of such holder’s acceptance or rejection of such offer by giving written notice thereof to the Company on a date at least 10 days prior to the Asset Sale Prepayment Date (such date 10 days prior to the Asset Sale Prepayment Date being the “Asset Sale Response Date”), and the Company shall prepay on the Asset Sale Prepayment Date such pro rata portion of each Note held by the holders who have accepted such offer in accordance with this Section 8.8 at a price in respect of each Note held by such holder equal to 100% of the principal amount of such pro rata portion, together with interest accrued thereon to the Asset Sale Prepayment Date but without any Make-Whole Amount or premium; provided, however, that the failure by a holder of any Note to respond to such offer in writing on or before the Asset Sale Response Date shall be deemed to be a rejection of such offer.

Prepayment in Connection with Asset Sales. If the Company is required, in accordance with Section 10.5, to offer to prepay the Notes of all Series using the proceeds of a sale of a substantial part Substantial Part of the assets of the Company and its Subsidiaries, the Company will give written notice thereof to each holder of a Note, which notice shall describe such sale in reasonable detail and (a) refer specifically to this Section 8.8, (b) specify the pro rata portion of each Note being so offered to be so prepaid (determined based on the unpaid principal amount of each Note in proportion to the aggregate unpaid principal of all Notes at the time outstanding), (c) specify a date not less than 30 days and not more than 60 days after the date of such notice (the “Asset Sale Prepayment Date”) and specify the Asset Sale Response Date (as defined below) and (d) offer to prepay on the Asset Sale Prepayment Date such pro rata portion of each Note, together with interest accrued thereon to the Asset Sale Prepayment Date. Each holder of a Note shall notify the Company of such holder’s acceptance or rejection of such offer by giving written notice thereof to the Company on a date at least 10 days prior to the Asset Sale Prepayment Date (such date 10 days prior to the Asset Sale Prepayment Date being the “Asset Sale Response Date”), and the Company shall prepay on the Asset Sale Prepayment Date such pro rata portion of each Note held by the holders who have accepted such offer in accordance with this Section 8.8 at a price in respect of each Note held by such holder equal to 100% of the principal amount of such pro rata portion, together with interest accrued thereon to the Asset Sale Prepayment Date but without any Make-Whole Amount or other premium; provided, however, that the failure by a holder of any Note to respond to such offer in writing on or before the Asset Sale Response Date shall be deemed to be a rejection of such offer.

Prepayment in Connection with Asset Sales. If the Company is and the Parent Issuer are required, in accordance with Section 10.5, to offer to prepay the Notes of all Series using the proceeds of a sale of a substantial part of the assets of the Company Parent Issuer and its Subsidiaries, the Company and the Parent Issuer will give written notice thereof to each holder of a Note, which notice shall describe such sale in reasonable detail and (a) refer specifically to this Section 8.8, (b) specify the pro rata portion of each Note being so offered to be so prepaid (determined based on the unpaid principal amount of each Note in proportion to the aggregate unpaid principal of all Notes at the time outstanding), (c) specify a date not less than 30 days and not more than 60 days after the date of such notice (the “Asset Sale Prepayment Date”) and specify the Asset Sale Response Date (as defined below) and (d) offer to prepay on the Asset Sale Prepayment Date such pro rata portion of each Note, together with interest accrued thereon to the Asset Sale Prepayment Date. Each holder of a Note shall notify the Company or Parent Issuer, as applicable, of such holder’s acceptance or rejection of such offer by giving written notice thereof to the Company or the Parent Issuer, as applicable, on a date at least 10 days prior to the Asset Sale Prepayment Date (such date 10 days prior to the Asset Sale Prepayment Date being the “Asset Sale Response Date”), and the Company and the Parent Issuer shall prepay on the Asset Sale Prepayment Date such pro rata portion of each Note held by the holders who have accepted such offer in accordance with this Section 8.8 at a price in respect of each Note held by such holder equal to 100% of the principal amount of such pro rata portion, together with interest accrued thereon to the Asset Sale Prepayment Date but without any Make-Whole Amount or premiumpremium but plus the Net Loss (if any) with respect to a Swapped Note or less the Net Gain (if any) with respect to a Swapped Note; provided, however, that the failure by a holder of any Note to respond to such offer in writing on or before the Asset Sale Response Date shall be deemed to be a rejection of such offer.

Prepayment in Connection with Asset Sales. If the Company is requiredelects, in accordance with Section 10.510.2, to offer to prepay the Notes of all Series using the proceeds of a sale of a substantial part of the assets Disposition of the Company and its Subsidiaries, the Company will give written notice thereof to each holder of a Note, which notice shall describe such sale in reasonable detail and (a) refer specifically to this Section 8.88.9, (b) specify the pro rata portion of each Note being so offered to be so prepaid (determined based on the unpaid principal amount of each Note in proportion to the aggregate unpaid principal of all Notes at the time outstanding), (c) specify a date not less than 30 days and not more than 60 days after the date of such notice (the “Asset Sale Prepayment Date”) and specify the Asset Sale Response Date (as defined below) and (d) offer to prepay on the Asset Sale Prepayment Date such pro rata portion of each Note, together with interest accrued thereon to the Asset Sale Prepayment Date, if any. Each holder of a Note shall notify the Company of such holder’s acceptance or rejection of such offer by giving written notice thereof to the Company on a date at least 10 days Business Days prior to the Asset Sale Prepayment Date (such date Xxxxxx Engineering Group Inc. Note Purchase Agreement 10 days Business Days prior to the Asset Sale Prepayment Date being the “Asset Sale Response Date”), and the Company shall prepay on the Asset Sale Prepayment Date such pro rata portion of each Note held by the holders who have accepted such offer in accordance with this Section 8.8 8.9 at a price in respect of each Note held by such holder equal to 100% of the principal amount of such pro rata portion, together with interest accrued thereon to the Asset Sale Prepayment Date but Date, if any, and in each case without any Make-Whole Amount or other premium; provided, however, that the failure by a holder of any Note to respond to such offer in writing on or before the Asset Sale Response Date shall be deemed to be a rejection of such offer.

Prepayment in Connection with Asset Sales. If the Company is required, in accordance with Section 10.5, to offer elects to prepay the Notes of all Series using the proceeds of a sale of a substantial part of the assets of the Company and its Subsidiariesor retire Senior Debt as contemplated by Section 10.7, the Company will give written notice thereof to each holder of a Note, which notice shall describe such sale in reasonable detail and (a) refer specifically to this Section 8.88.9, (b) specify the pro rata portion Ratable Portion of each Note being so offered to be so prepaid (determined based on the unpaid principal amount of each Note in proportion to the aggregate unpaid principal of all Notes at the time outstanding)prepaid, (c) specify a date not less than 30 20 days and not more than 60 days after the date of such notice (the “Asset Sale Prepayment Date”) and specify the Asset Sale Response Date (as defined below) and (d) offer to prepay on the Asset Sale Prepayment Date such pro rata portion of each Note, together with interest accrued thereon to the Asset Sale Prepayment Date. Each holder of a Note shall notify the Company of such holder’s acceptance or rejection of such offer by giving written notice thereof to the Company on a date at least 10 5 days prior to the Asset Sale Prepayment Date (such date 10 5 days prior to the Asset Sale Prepayment Date being the “Asset Sale Response Date”), and the Company shall prepay on the Asset Sale Prepayment Date such pro rata portion Ratable Portion of each Note held by the holders who have accepted such offer in accordance with this Section 8.8 8.9 at a price in respect of each Note held by such holder equal to 100% of the principal amount of such pro rata portionRatable Portion, together with interest accrued thereon to the Asset Sale Prepayment Date but without any Make-Whole Make‑Whole Amount or other premium; provided, however, that the failure by a holder of any Note to respond to such offer in writing on or before the Asset Sale Response Date shall be deemed to be a rejection of such offer.. ‑24‑ Mxxxx Industries, Inc. Note Purchase Agreement

Prepayment in Connection with Asset Sales. (a) If the Company is required, in accordance with Section 10.5, wants to offer to prepay the any Notes of all Series using the proceeds of a sale of a substantial part of the assets of the Company and its Subsidiariesin connection with an Asset Sale pursuant to Section 10.10, the Company will give written notice thereof to each holder Holder of a NoteNotes, which notice shall describe such sale in reasonable detail and (ai) refer specifically to this Section 8.88.7 and describe in reasonable detail the Asset Sales giving rise to such offer to prepay the Notes, (bii) specify the pro rata portion of each Note being so offered to be so prepaid (determined based on the unpaid principal amount of each Note in proportion being offered to the aggregate unpaid principal of all Notes at the time outstanding)be prepaid, (ciii) specify a date upon which the Notes will be prepaid, which (Amended and Restated Note Purchase Agreement) shall be not less than 30 days and not more than 60 days after the date of such notice (the “Asset Sale Disposition Prepayment Date”) and specify the Asset Sale Disposition Response Date (as defined below) ), and (div) offer to prepay on the Asset Sale Disposition Prepayment Date such pro rata portion of the amount specified in (ii) above with respect to each Note, Note together with interest accrued thereon to the Asset Sale Disposition Prepayment Date. Each holder Holder of a Note Notes shall notify the Company of such holderHolder’s acceptance or rejection of such offer by giving written notice thereof of such acceptance or rejection to the Company (provided, however, that any Holder who fails to so notify the Company shall be deemed to have rejected such offer) on a date at least 10 5 days prior to the Asset Sale Disposition Prepayment Date (such date 10 5 days prior to the Asset Sale Disposition Prepayment Date being the “Asset Sale Disposition Response Date”), and the Company shall prepay on the Asset Sale Disposition Prepayment Date such pro rata portion of the amount specified in (ii) above plus interest accrued thereon to the Disposition Prepayment Date, but without any Yield-Maintenance Amount or other premium, with respect to each Note held by the holders Holders who have accepted such offer in accordance with this Section 8.8 at a price in respect of each Note held by such holder equal to 100% of the principal amount of such pro rata portion, together with interest accrued thereon to the Asset Sale Prepayment Date but without any Make-Whole Amount or premium; provided, however, that the failure by a holder of any Note to respond to such offer in writing on or before the Asset Sale Response Date shall be deemed to be a rejection of such offer8.7.

Prepayment in Connection with Asset Sales. If the Company is required, in accordance with Section 10.5, Borrower wants to offer to prepay the Notes of all Series using the proceeds of a sale of a substantial part of the assets of the Company and its Subsidiariesany Term Loans in connection with an Asset Sale pursuant to Section 8.10, the Company Borrower will give written notice thereof to each holder of a Notethe Administrative Agent (which the Administrative Agent shall promptly deliver to the Lenders), which notice shall describe such sale in reasonable detail and (ai) refer specifically to this Section 8.84.2(b) and describe in reasonable detail the Asset Sale giving rise to such offer to prepay the Term Loans, (bii) specify the pro rata portion aggregate principal amount of each Note Term Loans being so offered to be so prepaid (determined based on the unpaid principal amount of each Note in proportion to the aggregate unpaid principal of all Notes at the time outstanding)prepaid, (ciii) specify a date upon which the Term Loans will be prepaid, which shall be not less than 30 days and not more than 60 days after the date of such notice (the “Asset Sale Disposition Prepayment Date”) and specify the Asset Sale Disposition Response Date (as defined below) ), and (div) offer to prepay on the Asset Sale Disposition Prepayment Date such the amount of Term Loans specified in (ii) above on a pro rata portion of each Notebasis to the Lenders, together with interest accrued thereon to the Asset Sale Disposition Prepayment Date. Each holder of a Note Lender shall notify the Company Administrative Agent (which shall notify the Borrower) of such holderLender’s acceptance or rejection of its pro rata share of such offer by giving written notice thereof of such acceptance or rejection to the Company Administrative Agent (provided, however, that any Lender who fails to so notify the Administrative Agent shall be deemed to have accepted such offer) on a date at least 10 5 days prior to the Asset Sale Disposition Prepayment Date (such date 10 5 days prior to the Asset Sale Disposition Prepayment Date being the “Asset Sale Disposition Response Date”), and the Company Borrower shall prepay the Term Loans at par on the Asset Sale Disposition Prepayment Date such pro rata portion in an amount equal to the aggregate amount of each Note held Term Loans validly accepted by the holders who have accepted such offer in accordance with this Section 8.8 at a price in respect of each Note held by such holder equal Lenders to 100% of the principal amount of such pro rata portionbe prepaid, together with plus interest accrued thereon to the Asset Sale Disposition Prepayment Date but without any Make-Whole Amount or premium; provided, however, that the failure by a holder of any Note to respond to such offer in writing on or before the Asset Sale Response Date shall be deemed to be a rejection of such offerDate.

Prepayment in Connection with Asset Sales. If the Company is required, in accordance with Section 10.5, to offer elects to prepay the Notes of all Series using the proceeds of a sale of a substantial part of the assets of the Company and its Subsidiariesor retire Senior Debt as contemplated by Section 10.7(2), the Company will give written notice thereof to each holder of a Note, which notice shall describe such sale in reasonable detail and (a) refer specifically to this Section 8.88.9, (b) specify the pro rata portion Ratable Portion of each Note being so offered to be so prepaid (determined based on the unpaid principal amount of each Note in proportion to the aggregate unpaid principal of all Notes at the time outstanding)prepaid, (c) specify a date not less than 30 20 days and not more than 60 days after the date of such notice (the “Asset Sale Prepayment Date”) and specify the Asset Sale Response Date (as defined below) and (d) offer to prepay on the Asset Sale Prepayment Date such pro rata portion of each Note, together with interest accrued thereon to the Asset Sale Prepayment Date. Each holder of a Note shall notify the Company of such holder’s acceptance or rejection of such offer by giving written notice thereof to the Company on a date at least 10 5 days prior to the Asset Sale Prepayment Date (such date 10 5 days prior to the Asset Sale Prepayment Date being the “Asset Sale Response Date”), and the Company shall prepay on the Asset Sale Prepayment Date such pro rata portion Ratable Portion of each Note held by the holders who have accepted such offer in accordance with this Section 8.8 8.9 at a price in respect of each Note held by such holder equal to 100% of the principal amount of such pro rata portionRatable Portion, together with interest accrued thereon to the Asset Sale Prepayment Date but without any Make-Whole Amount or other premium; provided, however, that the failure by a holder of any Note to respond to such offer in writing on or before the Asset Sale Response Date shall be deemed to be a rejection of such offer.. Xxxxx Industries, Inc. Note Purchase Agreement

Prepayment in Connection with Asset Sales. (a) If the Company is required, in accordance with Section 10.5, wants to offer to prepay the any Notes of all Series using the proceeds of a sale of a substantial part of the assets of the Company and its Subsidiariesin connection with an Asset Sale pursuant to Section 10.10, the Company will give written notice thereof to each holder Holder of a NoteNotes, which notice shall describe such sale in reasonable detail and (ai) refer specifically to this Section 8.88.7 and describe in reasonable detail the Asset Sales giving rise to such offer to prepay the Notes, (bii) specify the pro rata portion of each Annex A-20 (Amended and Restated Note being so offered to be so prepaid (determined based on the unpaid Purchase Agreement) principal amount of each Note in proportion being offered to the aggregate unpaid principal of all Notes at the time outstanding)be prepaid, (ciii) specify a date upon which the Notes will be prepaid, which shall be not less than 30 days and not more than 60 days after the date of such notice (the “Asset Sale Disposition Prepayment Date”) and specify the Asset Sale Disposition Response Date (as defined below) ), and (div) offer to prepay on the Asset Sale Disposition Prepayment Date such pro rata portion of the amount specified in (ii) above with respect to each Note, Note together with interest accrued thereon to the Asset Sale Disposition Prepayment Date. Each holder Holder of a Note Notes shall notify the Company of such holderHolder’s acceptance or rejection of such offer by giving written notice thereof of such acceptance or rejection to the Company (provided, however, that any Holder who fails to so notify the Company shall be deemed to have rejected such offer) on a date at least 10 5 days prior to the Asset Sale Disposition Prepayment Date (such date 10 5 days prior to the Asset Sale Disposition Prepayment Date being the “Asset Sale Disposition Response Date”), and the Company shall prepay on the Asset Sale Disposition Prepayment Date such pro rata portion of the amount specified in (ii) above plus interest accrued thereon to the Disposition Prepayment Date, but without any Yield-Maintenance Amount or other premium, with respect to each Note held by the holders Holders who have accepted such offer in accordance with this Section 8.8 at a price in respect of each Note held by such holder equal to 100% of the principal amount of such pro rata portion, together with interest accrued thereon to the Asset Sale Prepayment Date but without any Make-Whole Amount or premium; provided, however, that the failure by a holder of any Note to respond to such offer in writing on or before the Asset Sale Response Date shall be deemed to be a rejection of such offer8.7.

Prepayment in Connection with Asset Sales. If the Company is required, in accordance with Section 10.5, wants to offer to prepay the any Notes of all Series using the proceeds of a sale of a substantial part of the assets of the Company and its Subsidiariesin connection with an Asset Sale pursuant to Section 10.10, the Company will give written notice thereof to each holder Holder of a NoteNotes, which notice shall describe such sale in reasonable detail and (ai) refer specifically to this Section 8.88.7 and describe in reasonable detail the Asset Sales giving rise to such offer to prepay the Notes, (bii) specify the pro rata portion of each Note being so offered to be so prepaid (determined based on the unpaid principal amount of each Note in proportion being offered to the aggregate unpaid principal of all Notes at the time outstanding)be prepaid, (ciii) specify a date upon which the Notes will be prepaid, which shall be not less than 30 days and not more than 60 days after the date of such notice (the “Asset Sale Disposition Prepayment Date”) and specify the Asset Sale Disposition Response Date (as defined below) ), and (div) offer to prepay on the Asset Sale Disposition Prepayment Date such pro rata portion of the amount specified in (ii) above with respect to each Note, Note together with interest accrued thereon to the Asset Sale Disposition Prepayment Date. Each holder Holder of a Note Notes shall notify the Company of such holderHolder’s acceptance or rejection of such offer by giving written notice thereof of such acceptance or rejection to the Company (provided, however, that any Holder who fails to so notify the Company shall be deemed to have rejected such offer) on a date at least 10 5 days prior to the Asset Sale Disposition Prepayment Date (such date 10 5 days prior to the Asset Sale Disposition Prepayment Date being the “Asset Sale Disposition Response Date”), and the Company shall prepay on the Asset Sale Disposition Prepayment Date such pro rata portion of the amount specified in (ii) above plus interest accrued thereon to the Disposition Prepayment Date, but without any Yield-Maintenance Amount or other premium, with respect to each Note held by the holders Holders who have accepted such offer in accordance with this Section 8.8 at a price in respect of each 8.7. ANNEX A-22 (Amended and Restated Note held by such holder equal to 100% of the principal amount of such pro rata portion, together with interest accrued thereon to the Asset Sale Prepayment Date but without any Make-Whole Amount or premium; provided, however, that the failure by a holder of any Note to respond to such offer in writing on or before the Asset Sale Response Date shall be deemed to be a rejection of such offer.Purchase Agreement)