Proceeds of Asset Dispositions. (a) Within 365 days after receipt by the Company or any of its Subsidiaries of proceeds of any Asset Disposition (including any Casualty Event), the Company or applicable Subsidiary may apply such net proceeds (i) to prepay or repay the Notes; (ii) to fund Permitted Acquisitions; (iii) to make capital expenditures in a Permitted Business; or (iv) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business (provided, in the case of any Casualty Event of a Satellite, the Company may satisfy this clause (a) to the extent of the expected cost of procurement, launch and insurance of any new Satellite if, within 365 days of receipt of such proceeds, the Company or a Note Party has entered into a committed procurement agreement for the construction of a new Satellite). Pending the final application of any such proceeds, the Company may temporarily reduce borrowings under the Working Capital Facility or otherwise invest the proceeds in any manner that is not prohibited by this Agreement.
(b) Any net proceeds (i.e., gross proceeds less the reasonable costs of such sales or other dispositions, including related taxes, brokers fees and other reasonable and customary costs, fees and expenses directly related thereto, and less any Indebtedness for borrowed money secured by a Lien described in clause (g) of the definition of Permitted Encumbrances) that are not applied or invested as provided above shall constitute “excess proceeds”. If the aggregate amount of excess proceeds exceeds $1,000,000 in the aggregate for any Fiscal Year after the Date of Closing (it being understood that if the proceeds exceed $ 1,000,000, the entire amount and not just the portion above $1,000,000 shall be subject to this paragraph 4F), then the Company shall offer to prepay the Notes in accordance with paragraph 4C in the amount equal to the excess proceeds from such Asset Dispositions. All such prepayments shall be applied to the Notes in accordance with paragraph 4C. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***. . .***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Proceeds of Asset Dispositions. Immediately upon receipt by ------------------------------ Borrower or any of its Subsidiaries of proceeds of any Asset Disposition (in one or a series of related transactions), which proceeds exceed $10,000 (it being understood that if the proceeds exceed $10,000, the entire amount and not just the portion above $10,000 shall be subject to this subsection ---------- 2.4(B)(2)), Borrower shall prepay the Obligations in an amount equal to ---------- such proceeds.
Proceeds of Asset Dispositions. Immediately upon receipt by any Borrower or any of its Subsidiaries of proceeds of any Asset Disposition (in one or a series of related transactions), which proceeds exceed $50,000 (it being understood that if the proceeds exceed $50,000, the entire amount and not just the portion above $50,000 shall be subject to this subsection 2.4(B)(2)), Borrowers shall prepay the Obligations in an amount equal to such proceeds. If Borrowers reasonably expect the proceeds of any Asset Disposition to be reinvested within 180 days to repair or replace such assets with like assets, Borrowers shall deliver the proceeds to Agent to be applied to the Revolving Loan, and Borrowers may, so long as no Default or Event of Default shall have occurred and be continuing, reborrow such proceeds only for such repair or replacement. If Borrowers fail to reinvest such proceeds within 180 days, Borrowers hereby authorizes Lenders to make a Revolving Loan to repay the Term Loan as required hereby. All such prepayments shall first be applied in payment of Scheduled Installments in the inverse order of maturity and, at any time after the Term Loan shall have been repaid in full, such payments shall be applied as a permanent reduction of the Revolving Loan Commitment.
Proceeds of Asset Dispositions. At such time that the sum of all proceeds of all Asset Dispositions (net of reasonable expenses incurred in such transactions) received by Borrower in any Fiscal Year exceeds $100,000, and such proceeds have not been immediately
Proceeds of Asset Dispositions. Immediately upon receipt by Borrower or any of its Subsidiaries of the Net Cash Proceeds of any Asset Disposition (in one or a series of related transactions), which Net Cash Proceeds exceed $1,000,000 (it being understood that if the Net Cash Proceeds exceed $1,000,000, the entire amount and not just the portion above $1,000,000 shall be subject to this subsection 2.4(B)(2)), Borrower shall prepay the Obligations in an amount equal to such Net Cash Proceeds. All such prepayments shall first be applied in repayment of the Swingline Loan until paid in full and then in repayment of the Revolving Loan. Notwithstanding anything contained in this subsection 2.4(B) or any other provision of this Agreement to the contrary, Borrower shall in any event make mandatory prepayments on the Obligations (to be first applied in repayment of the Revolving Loan until paid in full and then in repayment of the Swingline Loan) with respect to Asset Dispositions within such time periods and in such amounts so that Borrower shall not, with respect to any one or more Asset Dispositions, have
Proceeds of Asset Dispositions. Immediately upon receipt by Borrower or any of its Subsidiaries of proceeds of any Asset Disposition (in one or a series of related transactions), which proceeds exceed $10,000 (it being understood that if the proceeds exceed $10,000, the entire amount and not just the portion above $10,000 shall be subject to this subsection 2.4(B)(2)), Borrower shall prepay the Obligations in an amount equal to such proceeds. All such prepayments shall first be applied in payment of Scheduled Installments of Term Loan A-1 and A-2, and shall then be applied in payment of Scheduled Installments of Term Loan B, each in inverse order of maturity. If Borrower reasonably expects the proceeds of any Asset Disposition to be reinvested within 180 days to repair or replace such assets with like assets, Borrower shall deliver the proceeds to Agent to be applied to the Revolving Loan and Agent shall establish a reserve against available funds for borrowing purposes under the Revolving Loan for such amount, until such time as such proceeds have been re-borrowed or applied to other Obligations as set forth herein. Borrower may, so long as no Default or Event of Default shall have occurred and be continuing, reborrow such proceeds only for such repair or replacement. If Borrower fails to reinvest such proceeds within 180 days, Borrower hereby authorizes Lenders to make a Revolving Advance to repay the Obligations in the manner set forth in this subsection 2.4(B)(2).
Proceeds of Asset Dispositions. Upon the consummation of ------------------------------ one or more Asset Dispositions which results in net proceeds to one more of the Borrowers in an amount equal to or greater than $3,000,000 during any twelve month period, the Borrowers shall notify the Agent that on the next Business Day the Borrowers will make mandatory prepayments of the Revolving Acquisition Loans or Term Acquisition Loans, as applicable, in an amount equal to 100% of the net cash proceeds of such Asset Disposition or related Asset Dispositions.
Proceeds of Asset Dispositions. (A) Immediately upon ------------------------------ receipt by Borrower of any net cash proceeds of any Asset Disposition (in one or a series of related transactions), which net cash proceeds exceed $50,000 (it being understood that if such proceeds exceed $50,000, the entire amount and not just the portion above $50,000 shall be subject to this SUBSECTION 2.4(B)(1)), Borrower shall prepay the Obligations in an amount equal to such proceeds.
Proceeds of Asset Dispositions. Immediately upon ------------------------------- receipt by Borrower or any of its Subsidiaries of proceeds of any Asset Disposition (in one or a series of related transactions), which proceeds exceed $200,000 (it being understood that if the proceeds exceed $200,000, the entire amount and not just the portion above $200,000 shall be subject to this subsection 2.4(B)(2)), Borrower shall prepay the Revolving Loan (without reduction of the Revolving Loan Commitments) in an amount equal to such proceeds.
Proceeds of Asset Dispositions. At such time that the sum of all proceeds of all Asset Dispositions and all proceeds (net of underwriting discounts and commissions and all other reasonable costs associated with the transaction) from any sale or issuance of any equity or security received by Systems, Borrowers and their respective Subsidiaries exceeds $50,000, then any proceeds received above such amount ("Excess Proceeds") shall be subject to this subsection 2.4(B)(2). The Borrowers shall, immediately upon receipt of such Excess Proceeds, prepay the Obligations in an amount equal to such Excess Proceeds and, after all Obligations shall have been paid in full, deposit any remaining Excess Proceeds as cash collateral with the Lender; provided, however, that Lender shall release such cash collateral upon request of a Borrower Representative if no Default or Event of Default shall have occurred and be continuing.
