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

Prepayment in Connection with Sales of Assets. (a) If the Company wants to offer to prepay any series of Notes in connection with an Asset Disposition pursuant to Section 8.20, the Company will give written notice thereof to the holders of all outstanding Notes of such series, which notice shall (i) refer specifically to Section 9.9 and describe in reasonable detail the Asset Disposition giving rise to such offer to prepay the Notes, (ii) specify the principal amount of each Note being offered to be prepaid, (iii) specify a date not less than 30 days and not more than 60 days after the date of such notice (the “Disposition Prepayment Date”) and specify the Disposition Response Date (as defined below), and (iv) offer to prepay on the Disposition Prepayment Date the amount specified in (ii) above with respect to each Note together with interest accrued thereon to the Disposition Prepayment Date. Each Noteholder shall notify the Company of such Noteholder’s acceptance or rejection of such offer by giving written notice of such acceptance or rejection to the Company (provided, however, that any Noteholder who fails to so notify the Company shall be deemed to have rejected such offer) on a date at least 5 days prior to the Disposition Prepayment Date (such date 5 days prior to the Disposition Prepayment Date being the “Disposition Response Date”), and the Company shall prepay on the Disposition Prepayment Date the amount specified in (ii) above plus interest accrued thereon to the Disposition Prepayment Date, but without Make-Whole Amount or other premium, with respect to each Note of such series held by the Noteholders who have accepted such offer in accordance with this Section 9.9. (b) Notwithstanding anything contained in this Section 9.9 to the contrary, if and so long as any Default or Event of Default shall have occurred and be continuing, any partial prepayment of the Notes pursuant to the provisions of Section 9.9(a) shall be allocated among all of the Notes of all series of Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof.

Prepayment in Connection with Sales of Assets. (a) If the Company wants to makes an offer to prepay any series of the Notes in connection with an Asset Disposition pursuant to Section 8.2010.6, the Company will give written notice thereof to the holders of all outstanding Notes of such seriesNotes, which notice shall (i) refer specifically to this Section 9.9 8.8 and describe in reasonable detail the Asset Disposition giving rise to such offer to prepay the Notes, (ii) specify the principal amount of each Note being offered to be prepaid, (iii) specify a date not less than 30 days and not more than 60 days after the date of such notice (the “Disposition Prepayment Date”) and specify the Disposition Response Date (as defined below), and (iv) offer to prepay on the Disposition Prepayment Date the amount specified in (ii) above with respect to each Note together with interest accrued thereon to the Disposition Prepayment Date. Each Noteholder holder of a Note shall notify the Company of such Noteholderholder’s acceptance or rejection of such offer by giving written notice of such acceptance or rejection to the Company (provided, however, that any Noteholder holder who fails to so notify the Company shall be deemed to have rejected accepted such offer) on a date at least 5 days prior to the Disposition Prepayment Date (such date 5 days prior to the Disposition Prepayment Date being the “Disposition Response Date”), and the Company shall prepay on the Disposition Prepayment Date the amount specified in (ii) above plus interest accrued thereon to the Disposition Prepayment Date, but without Date plus the Make-Whole Amount or other premiumdetermined for the prepayment date with respect to such principal amount, with respect to each Note of such series note held by the Noteholders holders who have accepted such offer in accordance with this Section 9.98.8. (b) Notwithstanding anything contained in this Section 9.9 to the contrary, if and so long as any Default or Event of Default shall have occurred and be continuing, any partial prepayment of the Notes pursuant to the provisions of Section 9.9(a) shall be allocated among all of the Notes of all series of Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof.

Prepayment in Connection with Sales of Assets. (a) If the Company wants to offer to prepay any series of Notes in connection with an Asset Disposition pursuant to Section 8.2010.6, the Company will give written notice thereof to the holders of all outstanding Notes of such series, which notice shall (i) refer specifically to this Section 9.9 8.9 and describe in reasonable detail the Asset Disposition giving rise to such offer to prepay the Notes, (ii) specify the principal amount of each Note being offered to be prepaid, (iii) specify a date not less than 30 days and not more than 60 days after the date of such notice (the “Disposition Prepayment Date”) and specify the Disposition Response Date (as defined below), and (iv) offer to prepay on the Disposition Prepayment Date the amount specified in (ii) above with respect to each Note together with interest accrued thereon to the Disposition Prepayment Date. Each Noteholder shall notify the Company of such Noteholder’s acceptance or rejection of such offer by giving written notice of such acceptance or rejection to the Company (provided, however, that any Noteholder who fails Sharyland Distribution & Transmission Services, L.L.C. Note Purchase Agreement to so notify the Company shall be deemed to have rejected such offer) on a date at least 5 days prior to the Disposition Prepayment Date (such date 5 days prior to the Disposition Prepayment Date being the “Disposition Response Date”), and the Company shall prepay on the Disposition Prepayment Date the amount specified in (ii) above plus interest accrued thereon to the Disposition Prepayment Date, but without Make-Whole Amount or other premium, with respect to each Note of such series held by the Noteholders who have accepted such offer in accordance with this Section 9.98.9. (b) Notwithstanding anything contained in this Section 9.9 8.9 to the contrary, if and so long as any Default or Event of Default shall have occurred and be continuing, any partial prepayment of the Notes pursuant to the provisions of Section 9.9(a8.9(a) shall be allocated among all of the Notes of all series of Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof.

Prepayment in Connection with Sales of Assets. (a) If the Company wants chooses to make an offer to prepay any series of the Notes in connection with an Asset Disposition pursuant to Section 8.2010.8, the Company will give written notice TALX Corporation Note Purchase Agreement thereof to the holders of all outstanding Notes of such seriesNotes, which notice shall (i) refer specifically to this Section 9.9 8.8 and describe in reasonable detail the Asset Disposition giving rise to such offer to prepay the Notes, (ii) specify the principal amount of each Note being offered to be prepaid, without any requirement to pay any Make-Whole Amount, which amount shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts not theretofore called for prepayment, (iii) specify a date not less than 30 days and not more than 60 days after the date of such notice (the “"Disposition Prepayment Date”") and specify the Disposition Response Date (as defined below), and (iv) offer to prepay on the Disposition Prepayment Date the amount specified in (ii) above with respect to each Note together with interest accrued thereon to the Disposition Prepayment Date. Each Noteholder holder of a Note shall notify the Company of such Noteholder’s holder's acceptance or rejection of such offer by giving written notice of such acceptance or rejection to the Company (provided, however, that any Noteholder holder who fails to so notify the Company shall be deemed to have rejected such offer) on a date at least 5 10 days prior to the Disposition Prepayment Date (such date 5 10 days prior to the Disposition Prepayment Date being the “"Disposition Response Date”"), and provided, that if any holder of Notes declines such offer, the proceeds that would have been paid to such holder shall be offered pro rata to the other holders of the Notes that have accepted the offer. The Company shall prepay on the Disposition Prepayment Date the amount specified in (ii) above plus interest accrued thereon to the Disposition Prepayment Date, but without Make-Whole Amount or other premium, with respect to each Note of such series held by the Noteholders holders who have accepted such offer in accordance with this Section 9.98.8. (b) Notwithstanding anything contained in this Section 9.9 to the contrary, if and so long as any Default or Event of Default shall have occurred and be continuing, any partial prepayment of the Notes pursuant to the provisions of Section 9.9(a) shall be allocated among all of the Notes of all series of Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof.

Prepayment in Connection with Sales of Assets. (a) If the Company wants to makes an offer to prepay any series of the Notes in connection with an Asset Disposition pursuant to Section 8.2010.8, the Company will give written notice thereof to the holders of all outstanding Notes of such seriesNotes, which notice shall (i) refer specifically to this Section 9.9 8.9 and describe in reasonable detail the Asset Disposition giving rise to such offer to prepay the Notes, (ii) specify the principal amount of each Note being offered to be prepaidprepaid which amount shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts not theretofore called for prepayment, (iii) specify a date not less than 30 days and not more than 60 days after the date of such notice (the “Disposition Prepayment Date”") and specify the Disposition Response Date (as defined below), and (iv) offer to prepay on the Disposition Prepayment Date the amount specified in (ii) above with respect to each Note together with interest accrued thereon to the Disposition Prepayment Date. Each Noteholder holder of a Note shall notify the Company of such Noteholderholder’s acceptance or rejection of such offer by giving written notice of such acceptance or rejection to the Company (provided, however, that any Noteholder holder who fails to so notify the Company shall be deemed to have rejected such offer) on a date at least 5 days prior to the Disposition Prepayment Date (such date 5 days prior to the Disposition Prepayment Date being the “Disposition Response Date”"), and the Company shall prepay on the Disposition Prepayment Date the amount specified in (ii) above plus interest accrued thereon to the Disposition Prepayment Date, but without Make-Whole Amount or other premium, with respect to each Note of such series held by the Noteholders holders who have accepted such offer in accordance with this Section 9.98.9. (b) Notwithstanding anything contained in this Section 9.9 to the contrary, if and so long as any Default or Event of Default shall have occurred and be continuing, any partial prepayment of the Notes pursuant to the provisions of Section 9.9(a) shall be allocated among all of the Notes of all series of Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof.

Prepayment in Connection with Sales of Assets. (a) If the Company wants to makes an offer to prepay any series of the Notes in connection with an Asset Disposition pursuant to Section 8.2010.8, the Company will give written notice thereof to the holders of all outstanding Notes of such seriesNotes, which notice shall (i) refer specifically to this Section 9.9 8.9 and describe in reasonable detail the Asset Disposition giving rise to such offer to prepay the Notes, (ii) specify the principal amount of each Note being offered to be prepaidprepaid which amount shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts not theretofore called for prepayment, (iii) specify a date not less than 30 days and not more than 60 days after the date of such notice (the “"Disposition Prepayment Date”") and specify the Disposition Response Date (as defined below), and (iv) offer to prepay on the Disposition Prepayment Date the amount specified in (ii) above with respect to each Note together with interest accrued thereon to the Disposition Prepayment Date. Each Noteholder holder of a Note shall notify the Company of such Noteholder’s holder's acceptance or rejection of such offer by giving written notice of such acceptance or rejection to the Company (provided, however, that any Noteholder holder who fails to so notify the Company shall be deemed to have rejected such offer) on a date at least 5 days prior to the Disposition Prepayment Date (such date 5 days prior to the Disposition Prepayment Date being the “"Disposition Response Date”"), and the Company shall prepay on the Disposition Prepayment Date the amount specified in (ii) above plus interest accrued thereon to the Disposition Prepayment Date, but without Make-Whole Amount or other premium, with respect to each Note of such series held by the Noteholders holders who have accepted such offer in accordance with this Section 9.98.9. (b) Notwithstanding anything contained in this Section 9.9 to the contrary, if and so long as any Default or Event of Default shall have occurred and be continuing, any partial prepayment of the Notes pursuant to the provisions of Section 9.9(a) shall be allocated among all of the Notes of all series of Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof.

Prepayment in Connection with Sales of Assets. (a) If the Company wants to makes an offer to prepay any series of the Notes in connection with an Asset Disposition pursuant to Section 8.2010.8, the Company will give written notice thereof to the holders of all outstanding Notes of such seriesNotes, which notice shall (i) refer specifically to this Section 9.9 8.9 and describe in reasonable detail the Asset Disposition giving rise to such offer to prepay the Notes, (ii) specify the principal amount of each Note being offered to be prepaidprepaid which amount shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts not theretofore called for prepayment, (iii) specify a date not less than 30 days and not more than 60 days after the date of such notice (the “Disposition Prepayment Date”) and specify the Disposition Response Date (as defined below), and (iv) offer to prepay on the Disposition Prepayment Date the amount specified in (ii) above with respect to each Note together with interest accrued thereon to the Disposition Prepayment Date. Each Noteholder holder of a Note shall notify the Company of such Noteholderholder’s acceptance or rejection of such offer by giving written notice of such acceptance or rejection to the Company (provided, however, that any Noteholder holder who fails to so notify the Company shall be deemed to have rejected such offer) on a date at least 5 days prior to the Disposition Prepayment Date (such date 5 days prior to the Disposition Prepayment Date being the “Disposition Response Date”), and the Company shall prepay on the Disposition Prepayment Date the amount specified in (ii) above plus interest accrued thereon to the Disposition Prepayment Date, but without Make-Whole Amount or other premium, with respect to each Note of such series held by the Noteholders holders who have accepted such offer in accordance with this Section 9.98.9. (b) Notwithstanding anything contained in this Section 9.9 to the contrary, if and so long as any Default or Event of Default shall have occurred and be continuing, any partial prepayment of the Notes pursuant to the provisions of Section 9.9(a) shall be allocated among all of the Notes of all series of Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof.

Prepayment in Connection with Sales of Assets. (a) If the Company wants is required to make an offer to prepay any series of the Notes in connection with an Asset Disposition pursuant to Section 8.2010.10 as a result of a Debt Prepayment Application, the Company will give written notice thereof to the holders of all outstanding Notes of such seriesNotes, which notice shall (ia) refer specifically to this Section 9.9 8.9 and describe in reasonable detail the Asset Disposition giving rise to such offer to prepay the Notes, (iib) specify the principal amount of each Note being offered to be prepaidprepaid which amount shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts not theretofore called for prepayment, (iiic) specify a payment date not less than 30 days and not more than 60 days after the date of such notice (the “Disposition Prepayment Date”) and specify the Disposition Response Date (as defined below), and (ivd) offer to prepay on the Disposition Prepayment Date the amount specified in (iib) above with respect to each Note together with interest accrued thereon to the Disposition Prepayment Date, but without Make-Whole Amount or other premium. Each Noteholder holder of a Note shall notify the Company of such Noteholderholder’s acceptance or rejection of such offer by giving written notice of such acceptance or rejection to the Company (provided, however, that any Noteholder holder who fails to so notify the Company shall be deemed to have rejected such offer) on a date at least 5 15 days prior to the Disposition Prepayment Date (such date 5 15 days prior to the Disposition Prepayment Date being the “Disposition Response Date”), and the Company shall prepay on the Disposition Prepayment Date the amount specified in (iib) above plus interest accrued thereon to the Disposition Prepayment Date, but without Make-Whole Amount or other premium, with respect to each Note of such series held by the Noteholders holders who have accepted such offer in accordance with this Section 9.9. (b) Notwithstanding anything contained in this Section 9.9 to 8.9. To the contrary, if and so long as extent that any Default or Event of Default shall have occurred and be continuing, any partial prepayment holder of the Notes pursuant declines or is deemed to have declined any such offer of prepayment, the provisions Company may use the remaining amount of Section 9.9(a) shall be allocated among all of the Notes of all series of Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereofsuch prepayment so declined for general corporate purposes.

Prepayment in Connection with Sales of Assets. (a) If the Company wants to makes an offer to prepay any series of the Notes in connection with an Asset Disposition pursuant to Section 8.2010.8, the Company will give written notice thereof to the holders of all outstanding Notes of such seriesNotes, which notice shall (i) refer specifically to this Section 9.9 8.9 and describe in reasonable detail the Asset Disposition giving rise to such offer to prepay the Notes, (ii) UTI Worldwide Inc. Note Purchase Agreement specify the principal amount of each Note being offered to be prepaidprepaid which amount shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts not theretofore called for prepayment, (iii) specify a date not less than 30 days and not more than 60 days after the date of such notice (the “Disposition Prepayment Date”) and specify the Disposition Response Date (as defined below), and (iv) offer to prepay on the Disposition Prepayment Date the amount specified in (ii) above with respect to each Note together with interest accrued thereon to the Disposition Prepayment Date. Each Noteholder holder of a Note shall notify the Company of such Noteholderholder’s acceptance or rejection of such offer by giving written notice of such acceptance or rejection to the Company (provided, however, that any Noteholder holder who fails to so notify the Company shall be deemed to have rejected such offer) on a date at least 5 days prior to the Disposition Prepayment Date (such date 5 days prior to the Disposition Prepayment Date being the “Disposition Response Date”), and the Company shall prepay on the Disposition Prepayment Date the amount specified in (ii) above plus interest accrued thereon to the Disposition Prepayment Date, but without Make-Whole Amount or other premium, with respect to each Note of such series held by the Noteholders holders who have accepted such offer in accordance with this Section 9.98.9. (b) Notwithstanding anything contained in this Section 9.9 to the contrary, if and so long as any Default or Event of Default shall have occurred and be continuing, any partial prepayment of the Notes pursuant to the provisions of Section 9.9(a) shall be allocated among all of the Notes of all series of Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof.