Common use of Proceeds of Certain Events Clause in Contracts

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 (after the Closing Date) by any of 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 $1,000,000 500,000 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) Net Cash Equity Issuance Proceeds from an Equity Issuance by the Parent, the Borrowers or any of their Subsidiaries (other than amounts not to exceed $500,000 in the aggregate after the date hereof arising from (i) any such sale or issuance to its existing shareholders other than in connection with a public offering of the equity securities of any Borrower and (ii) the sale or issuance to any employee or director of such Borrower or such Subsidiary pursuant to any stock option plan or compensatory arrangement approved by the board of directors of such Person in the ordinary course of business and consistent with past practices); (c) 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 proceeds subject 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§9.7.2, provided that, if (A) 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, and (B) within four hundred five (405) days following receipt of such proceeds by the Borrowers or the Administrative Agent, the Borrowers shall have completed, or shall have made significant progress toward completion of, such reinvestment of such proceeds, then the Borrowers shall not be required to prepay the Revolving Credit Loans in accordance with § 4.3§4.3 but shall in any event comply with §4.4 (provided, however, if a Default or Event of Default has occurred and is continuing, such proceeds shall be immediately paid to the Administrative Agent), and (ii) any tax refund with respect to any taxable year; or (d) Net Cash Debt Proceeds from an issuance by the Parent, the Borrowers or any of their Subsidiaries of Subordinated Debt; 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 §4.3 or, if applicable, §4.4.

Proceeds of Certain Events. Concurrently with the receipt (after the Closing Date) by the Borrowers any Borrower or any of their Subsidiaries Subsidiary 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 (i) the Hxxxxxx Collateral, (ii) the collateral securing the obligations of the Parent under the Master Reimbursement Agreement, (iii) the collateral securing the obligations of the Parent under the Pillsbury Note or (iv) any other assets in the ordinary course of business consistent with past practices); or (b) Net Cash Sale Proceeds from sales of Capital Stock; or (c) proceeds in excess of $500,000 in the aggregate received from Casualty Events (other than Casualty Events in respect of the assets described in clauses (i), then (ii) and (ii) of §3.2.2(a)) by the Borrowers and Subsidiaries which have not been committed (as evidenced by a binding written contract) by the applicable Borrower or Subsidiary within 60 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 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 (i) with respect to the proceeds from Asset Sales and Casualty Events, 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 amount of such proceeds, then proceeds that the Borrowers shall pay Lenders have the right to receive pursuant to the Administrative Agent for the respective accounts terms of the Lenders an amount equal Intercreditor Agreement, and (ii) with respect to the Net Cash Sale Proceeds from sales of Capital Stock, 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 amount 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 yearNet Cash Sale Proceeds.