Prepayments From Net Asset Sale Proceeds. No later than the third Business Day after the date of receipt by any Loan Party or any Subsidiary of any Net Asset Sale Proceeds in respect of any Asset Sale, Company shall (1) prepay the Loans in an aggregate amount equal to such Net Asset Sale Proceeds less the amount reinvested pursuant to clause (2) below or (2) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, reinvest all or a portion of such Net Asset Sale Proceeds in equipment or other productive assets used in the business of any of the Loan Parties within 365 days of such date of receipt. In addition, Company shall, no later than 365 days after any Loan Party’s receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, make an additional prepayment of the Loans in the full amount of all such Net Asset Sale Proceeds; provided that, if Company shall have contractually committed to reinvest any Net Asset Sale Proceeds during such 365 day period, Company shall have until the latter of (x) 365 days from the date of receipt of Net Asset Sale Proceeds and (y) 180 days from the date of such contractual commitment, to reinvest such Net Asset Sale Proceeds and Company shall make an additional prepayment of Loans, with any Net Asset Sale Proceeds not reinvested as of such date; provided further that, in the case of a disposition by a Foreign Subsidiary, to the extent that Company has determined in good faith that repatriation of any of or all the Net Asset Sale Proceeds of any disposition of a Foreign Subsidiary would have a material adverse tax consequence with respect to such Net Asset Sale Proceeds, the Net Asset Sale Proceeds so affected may be retained by the applicable Foreign Subsidiary so long as on or before the date on which any Net Asset Sale Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to this subsection 2.4B(iii)(a), (x) Company applies an amount equal to such Net Asset Sale Proceeds to such reinvestments or prepayments as if such Net Asset Sale Proceeds had been received by Company rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Asset Sale Proceeds had been repatriated (or, if less, the Net Asset Sale Proceeds that would be calculated if received by such Foreign Subsidiary) or (y) such Net Asset Sale P...
Prepayments From Net Asset Sale Proceeds. (i) No later than the third Business Day after the date of receipt by Company or any of its Subsidiaries that are Loan Parties (including Borrowers) of any Net Asset Sale Proceeds in respect of any Triggering Asset Sale by Company or any of its Subsidiaries that are Loan Parties (including Borrowers), the Borrowers shall prepay the Term Loans in an amount equal to the lesser of (x) the portion of the Net Asset Sale Proceeds permitted to be applied to the Loans under the terms of the Intercreditor Agreement and (y) the aggregate amount outstanding under the Term Loans, and (ii) in the event of a Triggering Asset Sale by a foreign Wholly-Owned Subsidiary of Company that is not an Offshore Borrower or Offshore Guarantor, within 355 days after receipt by such Foreign Subsidiary of any Net Asset Sale Proceeds, if and to the extent such Net Asset Sale Proceeds may be repatriated (by reason of payment of intercompany note or otherwise) to the United States of America without (in the reasonable judgment of Company) resulting in a material tax or other liability to Company or its Subsidiaries, such Net Asset Sale Proceeds shall be applied pursuant to clause (i), above.
Prepayments From Net Asset Sale Proceeds. No later than five (5) Business Days following the receipt by Holdings, Company or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale, Company shall either (1) prepay the Loans in an aggregate amount equal to such Net Asset Sale Proceeds or (2), so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Company or such Subsidiary intends to reinvest in equipment or other productive assets of the general type used in the business of Company and its Subsidiaries within 270 days of such date of receipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes. In addition, Company shall, no later than 270 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, make an additional prepayment of the Loans in the full amount of all such Net Asset Sale Proceeds.
Prepayments From Net Asset Sale Proceeds. No later than the date which is ten (10) Business Days after the date of receipt by Company or any Subsidiary Guarantor of any Net Asset Sale Proceeds, Company shall either (1) prepay the Loans in an aggregate amount equal to such Net Asset Sale Proceeds or (2) with respect to any Asset Sale pursuant to subsection 7.7B(vi), so long as no Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer’s Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Holdings, Company or such Subsidiary intends to reinvest or cause to be reinvested in the business of Company or a Subsidiary Guarantor within 360 days of such date of receipt and (y) such other information with respect to such reinvestment as Administrative Agent may reasonably request. Company shall, no later than 360 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, make a prepayment of the Loans in the full amount of all such Net Asset Sale Proceeds.
Prepayments From Net Asset Sale Proceeds. Subject to Section 2.5.B(iv) below, (i) no later than the fifth Business Day following the date of receipt by any member of the Borrower Group of any Net Asset Sale Proceeds in respect of any Asset Sale, the Borrower shall pay to the Administrative Agent for the account of the Lenders for application to the Loans an amount equal to 100% of such Net Asset Sale Proceeds (which, in the case of Net Asset Sale Proceeds received by a Canadian Subsidiary, shall be applied, first, to the extent of the balance of the 2005 Canadian Investment Note, and, second, to the extent of the balance of the 2004 Canadian Investment Note, in each case, as a prepayment of such 2005 Canadian Investment Note and/or 2004 Canadian Investment Note to fund (to the extent of such prepayment) all or a portion of the mandatory prepayment required by this clause (b)); provided, however, that no such reduction in Commitments and payment of Loans shall be required if such Net Asset Sale Proceeds were received by any such member pursuant to an Excluded Asset Sale at a time when no Event of Default has occurred and is continuing, and (ii) no later than the fifth Business Day following the date that any reserve maintained for adjustment in respect of the sale price of the assets sold in any such Asset Sale (as referred to in clause (vi) of the definition of Net Asset Sale Proceeds) or with respect to any liabilities associated with the assets disposed of in such Asset Sale is no longer required or is reduced, the Borrower shall pay to the Administrative Agent for the account of the Lenders for application to the Loans an amount equal to 100% of the amount of such reserve (if it is no longer required to be maintained) or of such reduction of such reserve.
Prepayments From Net Asset Sale Proceeds. No later than 30 calendar days following the date of receipt by Company or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale (other than any Asset Sale permitted under subsections 6.7(iv) and 6.7(viii) or an Asset Sale to Company or a Subsidiary Guarantor), Company shall prepay the Loans in an aggregate amount equal to such Net Asset Sale Proceeds; provided that if Company states in the Officer’s Certificate delivered pursuant to subsection 2.4B(ii)(e) that Company or the applicable Subsidiary intends to apply, within 365 days after the receipt of such Net Asset Sale Proceeds, all or a portion (as specified in such Officer’s Certificate) of such Net Asset Sale Proceeds to a Property Reinvestment Application Company shall not be required to prepay the Loans by such amount to be applied to a Property Reinvestment Application; provided further that to the extent such amount of Net Asset Sale Proceeds is not applied to a Property Reinvestment Application within such 365-day period, Company shall, on the last day of such 365-day period prepay the Loans in an aggregate amount equal to such amount of Net Asset Sale Proceeds not so applied to a Property Reinvestment Application.
Prepayments From Net Asset Sale Proceeds. No later than the fifth Business Day following the date on which any Net Asset Sale Proceeds become Unreinvested Asset Sale Proceeds, Company shall prepay its outstanding Term Loans in an aggregate amount equal to such Unreinvested Asset Sale Proceeds; provided that, to the extent that such Unreinvested Asset Sale Proceeds result from the sale of any assets of a U.K. Borrower that has Term Loans outstanding or any Subsidiary of such U.K. Borrower (other than the other U.K. Borrower), such U.K. Borrower shall prepay its outstanding Term Loans in an aggregate amount equal to such Unreinvested Asset Sale Proceeds (and, if such sale is of the assets of a Subsidiary of both U.K. Borrowers, such prepayment shall be made by the U.K. Borrower that has the most direct ownership interest therein, and, if both U.K. Borrowers shall have a direct ownership interest therein, by both U.K. Borrowers pro rata to their respective ownership interests therein), and Company shall not be required to prepay its Term Loans to the extent of any such prepayment; provided further that Borrowers may in their sole discretion elect, pursuant to a written notice given by Company on behalf of Borrowers to Administrative Agent describing such election, to postpone any mandatory prepayments otherwise required to be made by Borrowers pursuant to this subsection 2.4B(iii)(a) (any such prepayment, until the time actually made, being "Postponed Prepayments") until such time as the aggregate amount of Postponed Prepayments equals $5,000,000.
Prepayments From Net Asset Sale Proceeds. No later than the fifth Business Day following the date of receipt by the Borrowers of any Net Asset Sale Proceeds in respect of any Asset Sale (other than Net Asset Sale Proceeds in respect of the sale of (i) any obsolete worn out or surplus assets or assets no longer used or useful in the business of the Phase II Mall and (ii) construction equipment having a fair market value not in excess of $4,000,000 prior to the Phase II Mall Release Date, but only in each case to the extent reinvested in the business of the Borrowers within 180 days of receipt), the Borrowers shall prepay the Loans in an aggregate amount equal to such Net Asset Sale Proceeds.
Prepayments From Net Asset Sale Proceeds. No later than three (3) Business Days following the receipt by any Loan Party or any Subsidiary of any Net Asset Sale Proceeds in respect of any Disposition (other than (x) Dispositions of the type described in clause (i) or (ii) the definition of Net Extraordinary Receipts, or (y) Dispositions pursuant to Section 7.05(d)), the Borrower shall prepay the Loans in an aggregate amount equal to such Net Asset Sale Proceeds. Notwithstanding the foregoing, (i) if the aggregate amount required to be paid on any date pursuant to this Section 2.04(a) is less than $,500,000, and so long as no Default exists, the Borrower may defer any payments required pursuant to this Section 2.04(a) until the first date on which the aggregate Net Asset Sale Proceeds from all Dispositions required to be applied pursuant to this Section 2.04(a) since the last payment made pursuant to this Section 2.04(a) equals or exceeds $500,000 (at which time all theretofore unapplied amounts shall be required to be applied) and (ii) if the aggregate Net Asset Sale Proceeds received in respect of any Disposition (or series of related Dispositions) that is subject to this Section 2.04(a) does not exceed $100,000, such Net Asset Sale Proceeds received in respect of such Dispositions (or series of related Dispositions) shall be deemed to be $0 for purposes of this Section 2.04(a).
Prepayments From Net Asset Sale Proceeds. No later than the fifth Business Day following the date of receipt by the Borrowers or any of their Restricted Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset Sale (other than Net Asset Sale Proceeds in respect of the sale of (i) any obsolete worn out or surplus assets or assets no longer used or useful in the business of the Resort Complex, and (ii) construction equipment having a fair market value not in excess of $4,000,000 prior to Substantial Completion or during the first year following Substantial Completion, but only in each case to the extent reinvested in the business of the Borrowers or such Restricted Subsidiary within 180 days of receipt), the Borrowers shall prepay the Loans in an aggregate amount equal to such Net Asset Sale Proceeds.
