Proceeds of Certain Events. Concurrently with the receipt (after the Closing Date) by the Borrowers or any of their Subsidiaries of,
(a) subject to the reinvestment provisions of § 10.5.2, Net Cash Sale Proceeds in excess of $1,000,000 per annum from Asset Sales (other than proceeds from the sale, lease, license or other disposition of assets in the ordinary course of business consistent with past practices), then the Borrowers shall pay to the Administrative Agent for the respective accounts of the Lenders an amount equal to one hundred percent (100%) of such proceeds, to be applied in the manner set forth in § 4.2 or § 4.3, as applicable; or
(b) proceeds relating to (i) Casualty Events, less reasonable expenses relating to such Casualty Events, which have not been reinvested in the Borrowers’ business within two hundred and seventy (270) days of receipt of such proceeds, then the Borrowers shall pay to the Administrative Agent for the respective accounts of the Lenders an amount equal to one hundred percent (100%) of such proceeds, to be applied in the manner set forth in § 4.2 or, if applicable, § 4.3, provided that, if within such 270-day period after the earlier to occur of receipt of such proceeds by the Borrowers or receipt of such proceeds by the Administrative Agent, the Borrowers enter into an agreement (which may be a purchase order) pursuant to which such reinvestment shall be made, a copy of which shall be provided to the Administrative Agent, then the Borrowers shall not be required to prepay the Revolving Credit Loans in accordance with § 4.3, and (ii) any tax refund with respect to any taxable year.
Proceeds of Certain Events. Concurrently with the receipt by any Borrower or any Subsidiary of:
(a) Net Cash Sale Proceeds from Asset Sales;
(b) Net Cash Equity Issuance Proceeds with respect to any Equity Issuance by any Borrower or any of its Subsidiaries;
(c) Net Cash Indebtedness Issuance Proceeds (other than Excluded Indebtedness) with respect to any Indebtedness Issuance by any Borrower or any of its Subsidiaries; or
(d) proceeds in excess of $250,000 in the aggregate received from Casualty Events by any Borrower or any of its Subsidiaries which have not been committed (as evidenced by a binding written contract) by such Borrower or such Subsidiary within ninety (90) days of receipt of such proceeds to the repair or replacement of the property so damaged, destroyed or taken, or, if so committed, such repair or replacement of the property so damaged, destroyed or taken shall have not commenced within ninety (90) days of receipt of such proceeds pursuant to such binding written contract (provided, however, if a Default or Event of Default has occurred and is continuing, such proceeds shall be immediately paid to the Administrative Agent); the Borrowers shall pay to the Administrative Agent for the respective accounts of the Lenders an amount equal to one hundred percent (100%) of such proceeds, to be applied in the manner set forth in §4.3.4.
Proceeds of Certain Events. In the event the Parent or any of its Subsidiaries receives any:
(a) Net Cash Proceeds from (i) the sale or other disposition of assets permitted by Section 11.5.2 (other than pursuant to Section 11.5.2(a), (b) or (d)), 58 -49- the proceeds of which have not been reinvested by the Parent or such Subsidiary in replacement of such assets within two hundred seventy (270) days of the receipt by such Person of such proceeds; and (ii) any sale-leaseback transactions;
(b) proceeds of insurance claims which have not been reinvested by the Parent or such Subsidiary in replacement assets or to repair the asset so damaged, as the case may be, within two hundred seventy (270) days of receipt by such Person of such proceeds;
(c) Net Cash Proceeds from any equity issuances by the Parent or its Subsidiaries after the Initial Closing Date, including any equity issuance in connection with any Initial Public Offering, but specifically excluding, so long as no Event of Default has occurred and is continuing, any equity issuance (i) raised for, the net proceeds of which are applied solely to, a Permitted Acquisition or a Permitted Foreign Acquisition and the acquisitions made with capital stock of the Parent, and excluding equity Investments with funds provided by Chartwell or (ii) raised as a result of sales of the capital stock of the Parent to the management of the Parent; or
(d) Net Cash Proceeds from debt issuances permitted hereunder by the Parent or its Subsidiaries after the Initial Closing Date, pursuant to any public offerings or debt offerings under Rule 144(a) of the Rule and Regulations of the Securities and Exchange Commission, but specifically excluding any refinancing of the amount of the Mezzanine Capital, refinancing of the debt of any Foreign Subsidiaries, and any purchase money Indebtedness, each as and to the extent expressly permitted hereunder, the Borrower shall, within three (3) Business Days of receipt of any such Net Cash Proceeds, repay the outstanding amount of each of Term A Loan and Term B Loan by an amount equal to 100% of such Net Cash Proceeds (other than proceeds of insurance claims that are to be reinvested in accordance with clause (a) or (b) above, provided, that if any such reinvestment is not made within two hundred seventy (270) days of receipt of such proceeds, the Borrower shall repay the Term Loans in an amount equal to 100% of Net Cash Proceeds not so reinvested within three (3) Business Days following such two hundred seventy (270...
Proceeds of Certain Events. Concurrently with the receipt by the Parent or any of its Subsidiaries of:
(a) Net Cash Sale Proceeds in excess of $50,000,000 from Asset Sales (other than the sale, lease, license or other disposition of assets in the ordinary course of business consistent with past practices);
(b) Net Cash Equity Issuance Proceeds in excess of $50,000,000 from Equity Issuances; or
(c) net cash proceeds in excess of $50,000,000 from any issuance of Indebtedness permitted byss.8.1(d). then the Borrowers jointly and severally agree to pay to the Administrative Agent for the respective accounts of the Lenders an amount equal to one hundred percent (100%) of such proceeds, to be applied to reduce the outstanding amount of the Revolving Credit Loans and to permanently reduce the Total Commitment by such amount. Such mandatory prepayments shall be allocated among the Lenders in proportion, as nearly as practicable, to the respective outstanding amounts of each Lender's Revolving Credit Note, with adjustments to the extent practicable to equalize any prior prepayments not exactly in proportion.
Proceeds of Certain Events. In addition to the weekly payments, Maker shall pay to Holder as an additional principal payment of fifty percent of the net proceeds actually received by Maker, if and when received, of the following events: (i) proceeds from the sale of beneficial interests in real properties owned by Maker located in Kent, Washington and/or Yuma, Arizona; and, (2) refunds received from A I Credit, AIG Insurance and Arch Insurance.
Proceeds of Certain Events. Concurrently with the receipt by the Borrower or any Subsidiary of:
(a) Net Cash Sale Proceeds from Asset Sales (other than Asset Sales pursuant to which the value of the assets sold, transferred or otherwise disposed of in any twelve consecutive calendar month period does not exceed, in the aggregate, the lesser of (i) five percent (5%) of the Borrower’s total assets and (ii) five percent (5%) of the Consolidated EBITDA for the twelve consecutive calendar months most recently ended);
(b) Net Cash Equity Issuance Proceeds of the Borrower or any of its Subsidiaries; or
(c) proceeds received from Casualty Events by the Borrower or any of its Subsidiaries which have not been reinvested in the repair or replacement of the property so damaged, destroyed or taken within one hundred twenty (120) days of receipt of such proceeds (provided, however, if a Default or Event of Default has occurred and is continuing, such proceeds shall be immediately paid to the Agent); the Borrower shall pay to the Agent for the respective accounts of the Banks an amount equal to one hundred percent (100%) of such proceeds, to be applied in the manner set forth in §3.2.3.
Proceeds of Certain Events. Within three (3) Business Days of the receipt by any Consolidated Party of:
(1) Net Cash Sale Proceeds in excess of $1,000,000 in the aggregate in any fiscal year of Cxxxxxxx to the extent such Net Cash Sale Proceeds have not been reinvested in other assets or property used or useful in the business of the Consolidated Parties within one hundred and eighty (180) days of receipt of such proceeds (provided, however, if an Event of Default exists at the time of, or after receipt of, such Net Cash Sale Proceeds, all such proceeds shall not be reinvested and shall be immediately paid to the Administrative Agent);
(2) Net Cash Equity Issuance Proceeds of any Consolidated Party;
(3) Net Cash Debt Issuance Proceeds of any Consolidated Party; or
(4) Cash proceeds in excess of $1,000,000 in the aggregate in any fiscal year of Cxxxxxxx received from Casualty Events by any Consolidated Party which have not been reinvested by such Consolidated Party within one hundred and eighty (180) days of receipt of such proceeds in the repair or replacement of the property so damaged, destroyed or taken (provided, however, if an Event of Default exists at the time of, or after receipt of, such Net Cash Sale Proceeds, such proceeds shall not be invested and shall be immediately paid to the Administrative Agent); the Borrowers shall cause such Consolidated Party to pay to the Administrative Agent for the respective accounts of the Lenders an amount equal to one hundred percent (100%) of (i) such Net Cash Sale Proceeds in excess of $1,000,000 received by any Consolidated Party, (ii) such Net Cash Equity Issuance Proceeds, (iii) such Net Cash Debt Issuance Proceeds; and (iv) such cash proceeds in excess of $1,000,000 received by any Consolidated Party with respect to any Casualty Event in accordance with clause (4) above, each to be applied in the manner set forth in clause (vi) below.
Proceeds of Certain Events. Concurrently with the receipt by the Borrower or any Subsidiary of Net Cash Equity Issuance Proceeds of the Borrower or any of its Subsidiaries, the Borrower shall pay to the Administrative Agent for the respective accounts of the Lenders an amount equal to one hundred percent (100%) of such proceeds, to be applied to reduce the outstanding amount of the Revolving Credit Loans (and, for the avoidance of doubt, will not require any mandatory reduction in the Total Commitment), PROVIDED, HOWEVER, notwithstanding the foregoing, to the extent the Borrower or any Subsidiary receives any Net Cash Equity Issuance Proceeds directly from the sale of a Subsidiary which is expressly permitted by the terms of this Credit Agreement, the Borrower shall not be required to pay such proceeds to the Lenders so long as no Default or Event of Default has occurred and is continuing both immediately prior to, and immediately after, receiving such Net Cash Equity Issuance Proceeds. Such mandatory prepayments shall be allocated among the Lenders in proportion, as nearly as practicable, to the respective outstanding amounts of each Lender's Revolving Credit Note, with adjustments to the extent practicable to equalize any prior prepayments not exactly in proportion.
Proceeds of Certain Events. Concurrently with the receipt by the Borrower or any Subsidiary of:
(a) Subject to the reinvestment provisions of Section 10.5.2, Net Cash Sale Proceeds in excess of $500,000 per annum from Asset Sales (other than the sale, lease, license or other disposition of assets in the ordinary course of business consistent with past practices) or Sale-Leasebacks, provided, however, that, the Net Cash Sale Proceeds received by the Borrower in respect of the sales of the Stores located in Atlanta, Georgia and Scottsdale, Arizona, shall only be required to be repaid pursuant to this 4.3.3
(a) to the extent that such Net Cash Sale Proceeds are not reinvested in such Stores;
(b) Net Cash Equity Issuance Proceeds of the Borrower or any of its Subsidiaries; (excluding (i) any such sale or issuance to its existing shareholders other than in connection with a public offering of the equity securities of such Person, and (ii) the sale or issuance to any employee or director of such Person pursuant to any stock option plan approved by the board of directors of such Person in the ordinary course of business, provided, however, that such sales or issuances described in (i) and (ii) shall not exceed $500,000 in the aggregate);
(c) Net Cash Debt Issuance Proceeds of the Borrower or any of its Subsidiaries; or
(d) proceeds in excess of $500,000 in the aggregate received from Casualty Events by the Borrower or any of its Subsidiaries which have not been committed (as evidenced by a binding written contract) by the Borrower or such Subsidiary within two hundred seventy (270) days of receipt of such proceeds to the repair or replacement of the property so damaged, destroyed or taken, or, if so committed, such repair or replacement of the property so damaged, destroyed or taken shall have not commenced within two hundred seventy (270) days of receipt of such proceeds pursuant to such binding written contract (provided, however, if a Default or Event of Default has occurred and is continuing, such proceeds shall be immediately paid to the Administrative Agent); the Borrower shall pay to the Administrative Agent for the respective accounts of the Lenders an amount equal to one hundred percent (100%) of such proceeds, to be applied in the manner set forth in Section 4.3.4.
Proceeds of Certain Events. Concurrently with the receipt by the Borrower or any Subsidiary of:
(a) Net Cash Proceeds received from any issuance of Indebtedness (other than the issuance of Indebtedness permitted by ss.9.1(a) - (q) hereof); or
(b) Net Cash Equity Issuance Proceeds of the Borrower or any of its Subsidiaries (other than Net Cash Equity Issuance Proceeds received by the Borrower from the purchase by the Borrower's employees of the Borrower's Capital Stock pursuant to an employee stock option program); the Borrower shall pay to the Administrative Agent for the respective accounts of the Lenders an amount equal to one hundred percent (100%) of such proceeds, with such amounts to be applied to reduce the outstanding amount of the Revolving Credit Loans. Such mandatory prepayments shall be allocated
