Common use of Reinvestment Clause in Contracts

Reinvestment. Notwithstanding the foregoing, (A) with respect to any Net Cash Proceeds less than $500,000 realized in connection with a Disposition described in Section 2.06(b)(ii), at the election of the Borrowers (as notified by the Borrower Agent to the Lender on or prior to the date of such Disposition or receipt of proceeds) and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets within 180 days after the receipt of such Net Cash Proceeds (the consummation of such reinvestment to be certified by the Borrowers in writing to the Lender within such period); provided, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.06(b) and (B) with respect to Net Cash Proceeds equal to or greater than $500,000 realized in connection with a Disposition described in Section 2.06(b)(ii), if the Borrowers have requested that Lender agree to permit Borrowers or the applicable Subsidiary to repair or replace the Collateral subject to such Disposition, such amounts shall be held as Cash Collateral and provisionally applied to reduce the outstanding principal balance of the Revolving Credit Loans (but shall not create Availability) until the earlier of Lender’s decision with respect thereto or the expiration of 180 days from such request. If Lender, after consultation with the Borrowers agrees in its reasonable judgment to permit such repair or replacement, such amount shall, unless an Event of Default is in existence, be remitted to Borrowers for use in replacing or repairing the Collateral so Disposed of at such time and in such amounts as the Lender may determine in its reasonable credit judgment. If Lender declines to permit such repair or replacement or does not respond to Borrowers request within such 180 day period, such amount shall be applied to the Loans in the manner otherwise specified in this Section 2.06(b).

Reinvestment. Notwithstanding the foregoing, (A) with respect to any Net Cash Proceeds less than $500,000 realized in connection with a Disposition described in Section 2.06(b)(ii), at the election of the Canadian or US Borrowers (as notified by the Borrower Agent to the Lender on or prior to the date of such Disposition or receipt of proceeds) and so long as no Default shall have occurred and be continuing, such applicable Canadian or US Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets within 180 days after the receipt of such Net Cash Proceeds (the consummation of such reinvestment to be certified by the Borrowers in writing to the Lender within such period); provided, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.06(b) and (B) with respect to Net Cash Proceeds equal to or greater than $500,000 realized in connection with a Disposition described in Section 2.06(b)(ii), if the Borrowers have requested that Lender agree to permit Borrowers or the applicable Subsidiary to repair or replace the Collateral subject to such Disposition, such amounts shall be held as Cash Collateral and provisionally applied to reduce the outstanding principal balance of the Revolving Credit Loans (but shall not create Availability) until the earlier of Lender’s decision with respect thereto or the expiration of 180 days from such request. If Lender, after consultation with the Borrowers agrees in its reasonable judgment to permit such repair or replacement, such amount shall, unless an Event of Default is in existence, be remitted to Borrowers for use in replacing or repairing the Collateral so Disposed of at such time and in such amounts as the Lender may determine in its reasonable credit judgment. If Lender declines to permit such repair or replacement or does not respond to Borrowers request within such 180 day period, such amount shall be applied to the Loans in the manner otherwise specified in this Section 2.06(b).

Reinvestment. Notwithstanding the foregoing, (A) with respect to any Net Cash Proceeds less than $500,000 1,000,000 realized in connection with a Disposition described in Section 2.06(b)(ii2.06(b)(i), at the election of the Borrowers (as notified by the Borrower Agent to the Lender on or prior to the date of such Disposition or receipt of proceeds) and so long as no Event of Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets within 180 days after the receipt of such Net Cash Proceeds (the consummation of such reinvestment to be certified by the Borrowers in writing to the Lender within such period); provided, however, that any Net Cash Proceeds not intended to be so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.06(b) and (B) with respect to Net Cash Proceeds equal to or greater than $500,000 1,000,000 realized in connection with a Disposition described in Section 2.06(b)(ii2.06(b)(i), if the Borrowers have requested that Lender agree to permit Borrowers or the applicable Subsidiary to repair or replace the Collateral subject to such Disposition, such amounts shall be held as Cash Collateral and provisionally applied to reduce the outstanding principal balance of the Revolving Credit Loans (but shall not create Excess Availability) until the earlier of Lender’s decision with respect thereto or the expiration of 180 days from such request. If Lender, after consultation with the Borrowers agrees in its reasonable judgment to permit such repair or replacement, such amount shall, unless an Event of Default has occurred and is in existencecontinuing, be remitted to Borrowers for use in replacing or repairing the Collateral so Disposed of at such time and in such amounts as the Lender may determine in its reasonable credit judgmentCredit Judgment. If Lender declines to permit such repair or replacement or does not respond to Borrowers request within such 180 day period, such amount shall be applied to the Loans in the manner otherwise specified in this Section 2.06(b).

Reinvestment. Notwithstanding the foregoing, (A) with respect to any Net Cash Proceeds less than $500,000 1,000,000 in the aggregate during the term of this Agreement realized in connection with a Disposition (collectively) any Dispositions described in Section 2.06(b)(ii) or extraordinary receipts described in Section 2.06(b)(v), at the election of the Borrowers (as notified by the Borrower Agent to the Lender Administrative Agent on or prior to the date of such Disposition or receipt of proceeds) and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets within 180 days after the receipt of such Net Cash Proceeds (the consummation of such reinvestment to be certified by the Borrowers Borrower Agent in writing to the Lender Administrative Agent within such period); provided, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.06(b2.06(c) and (B) with respect to Net Cash Proceeds equal to or greater than $500,000 1,000,000 in the aggregate during the term of this Agreement realized in connection with a Disposition any Dispositions described in Section 2.06(b)(ii), if the Borrowers have requested that Lender Administrative Agent agree to permit Borrowers or the applicable Subsidiary to repair or replace the Collateral subject to such Disposition, such amounts shall be held as Cash Collateral and provisionally applied to reduce the outstanding principal balance of the Revolving Credit Loans (but shall not create Availability) until the earlier of LenderAdministrative Agent’s decision with respect thereto or the expiration of 180 days from such request. If LenderAdministrative Agent, after consultation with the Borrowers agrees in its reasonable judgment Credit Judgment to permit such repair or replacement, such amount shall, unless an Event of Default is in existence, be remitted to Borrowers for use in replacing or repairing the Collateral so Disposed of at such time and in such amounts as the Lender Administrative Agent may determine in its reasonable credit judgmentCredit Judgment. ​ If Lender Administrative Agent declines to permit such repair or replacement or does not respond to Borrowers request within such 180 day period, such amount shall be applied to the Loans in the manner otherwise specified in this Section 2.06(b2.06(c).

Reinvestment. At the Reinvestment Closing, the Stockholder shall contribute to Topco an aggregate amount in cash equal to the Reinvestment Amount, by wire transfer of immediately available funds to the account(s) designated in writing by Xxxxx, and, in exchange therefor, Topco shall issue to the Stockholder the Reinvestment Shares (the “Reinvestment” and, together with the Exchange, the “Rollover/Reinvestment Transactions”). Notwithstanding the foregoingforegoing or anything to the contrary herein or in the Merger Agreement, Topco agrees that, if requested by the Stockholder, in the Stockholder’s sole discretion, in lieu of such amounts being paid directly to the Stockholder as contemplated by the Merger Agreement, Topco shall (i) have a portion of the aggregate Option Consideration and the aggregate RSU Consideration to which the Stockholder would otherwise be entitled pursuant to the Merger Agreement paid directly to Topco or one of its Affiliates and/or (ii) offset a portion of the aggregate Option Consideration and the aggregate RSU Consideration to which the Stockholder would otherwise entitled against the Reinvestment Amount, in the case of clause (i) and (ii), in an aggregate amount up to the Reinvestment Amount (the amounts paid directly to Topco pursuant to clause (i) or offset pursuant to clause (ii) shall be collectively referred to as the “Funded Reinvestment Amount”). The Funded Reinvestment Amount (if any) shall (A) with respect constitute a contribution to any Net Cash Proceeds less than $500,000 realized in connection with Topco by the Stockholder hereunder of all or a Disposition described in Section 2.06(b)(ii), at the election portion of the Borrowers (Reinvestment Amount, as notified by the Borrower Agent applicable, in an amount equal to the Lender on or prior to the date of such Disposition or receipt of proceeds) and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets within 180 days after the receipt of such Net Cash Proceeds (the consummation of such reinvestment to be certified by the Borrowers in writing to the Lender within such period); provided, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.06(b) Funded Reinvestment Amount and (B) with for all purposes under the Merger Agreement or otherwise, be deemed to have been first paid to the Stockholder (taking into account any applicable withholding Taxes) as the Option Consideration and the RSU Consideration in respect to Net Cash Proceeds equal to or greater than $500,000 realized in connection with a Disposition described in Section 2.06(b)(ii), if the Borrowers have requested that Lender agree to permit Borrowers or the applicable Subsidiary to repair or replace the Collateral subject to such Disposition, such amounts shall be held as Cash Collateral and provisionally applied to reduce the outstanding principal balance of the Revolving Credit Loans (but shall not create Availability) until Stockholder’s Vested Company Options and the earlier of Lender’s decision with respect thereto or the expiration of 180 days from such request. If Lender, after consultation with the Borrowers agrees in its reasonable judgment to permit such repair or replacement, such amount shall, unless an Event of Default is in existence, be remitted to Borrowers for use in replacing or repairing the Collateral so Disposed of at such time and in such amounts November 2024 RSUs as the Lender may determine in its reasonable credit judgment. If Lender declines to permit such repair or replacement or does not respond to Borrowers request within such 180 day period, such amount shall be applied to the Loans provided in the manner otherwise specified in this Section 2.06(b)Merger Agreement.

Reinvestment. Notwithstanding the foregoing, (A) with respect to any Net Cash Proceeds less than $500,000 250,000.00 realized in connection with a Disposition described in Section 2.06(b)(ii2.06(b)(i), at the election of the Borrowers Borrower (as notified by the Borrower Agent to the Lender on or prior to the date of such Disposition or receipt of proceeds) and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets within 180 days after the receipt of such Net Cash Proceeds (the consummation of such reinvestment to be certified by the Borrowers Borrower in writing to the Lender within such period); provided, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.06(b) and (B) with respect to Net Cash Proceeds equal to or greater than $500,000 250,000.00 realized in connection with a Disposition described in Section 2.06(b)(ii2.06(b)(i), if the Borrowers have Borrower has requested that Lender Administrative Agent agree to permit Borrowers Borrower or the applicable Subsidiary to repair or replace the Collateral subject to such Disposition, such amounts shall be held as Cash Collateral and provisionally applied to reduce the outstanding principal balance of the Revolving Credit Loans (but shall not create Availability) until the earlier of LenderAdministrative Agent’s decision with respect thereto or the expiration of 180 days from such request. If LenderAdministrative Agent, after consultation with the Borrowers Borrower agrees in its reasonable judgment to permit such repair or replacement, such amount shall, unless an Event of Default is in existence, be remitted to Borrowers Borrower for use in replacing or repairing the Collateral so Disposed of at such time and in such amounts as the Lender Administrative Agent may determine in its reasonable credit judgment. If Lender Administrative Agent declines to permit such repair or replacement or does not respond to Borrowers Borrower request within such 180 day period, such amount shall be applied to the Loans in the manner otherwise specified in this Section 2.06(b).

Reinvestment. Notwithstanding the foregoing, (A) with respect to any Net Cash Proceeds less than $500,000 10,000,000 realized in connection with a Disposition or insurance event described in Section 2.06(b)(ii2.06(b)(i), at the election of the Borrowers (as notified by the Borrower Agent to the Lender Administrative Agent on or prior to the date of such Disposition or insurance event or receipt of proceeds) and so long as no Default shall have occurred and be continuing, such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets within 180 days after the receipt of such Net Cash Proceeds (the consummation of such reinvestment to be certified by the Borrowers in writing to the Lender within such period); provided, however, that any Net Cash Proceeds not so reinvested in excess of $250,000 in any fiscal year shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.06(b2.06(c) and (B) with respect to Net Cash Proceeds equal to or greater than $500,000 10,000,000 realized in connection with a Disposition or insurance event described in Section 2.06(b)(ii2.06(b)(i), if the Borrowers have requested that Lender Administrative Agent agree to permit Borrowers or the applicable Restricted Subsidiary to repair or replace the Collateral subject to such Disposition, such amounts shall be held as Cash Collateral and provisionally applied to reduce the outstanding principal balance of the Revolving Credit Loans (but shall not create Availability) until the earlier of LenderAdministrative Agent’s decision with respect thereto or the expiration of 180 days from such request. If LenderAdministrative Agent, after consultation with the Borrowers agrees in its reasonable judgment discretion to permit such repair or replacement, such amount shall, unless an Event of Default is in existence, be remitted to Borrowers for use in replacing or repairing the Collateral so Disposed of or subject to an insurance event at such time and in such amounts as the Lender Administrative Agent may determine in its reasonable credit judgment. If Lender Administrative Agent declines to permit such repair or replacement or does not respond to Borrowers request in its reasonable discretion within such 180 day period, such amount shall be applied to the Loans in the manner otherwise specified in this Section 2.06(b2.06(c).

Reinvestment. Notwithstanding the foregoing, (A) with respect to any Net Cash Proceeds less than $500,000 10,000,0005,000,000 realized in connection with a Disposition or insurance event described in Section 2.06(b)(ii2.06(b)(i), at the election of the Borrowers (as notified by the Borrower Agent to the Lender Administrative Agent on or prior to the date of such Disposition or insurance event or receipt of proceeds) and so long as no Default shall have occurred and be continuing, such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets within 180 days after the receipt of such Net Cash Proceeds (the consummation of such reinvestment to be certified by the Borrowers in writing to the Lender within such period); provided, however, that any Net Cash Proceeds not so reinvested in excess of $250,000 in any fiscal year shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.06(b2.06(c) and (B) with respect to Net Cash Proceeds equal to or greater than $500,000 10,000,0005,000,000 realized in connection with a Disposition or insurance event described in Section 2.06(b)(ii2.06(b)(i), if the Borrowers have requested that Lender Administrative Agent agree to permit Borrowers or the applicable Restricted Subsidiary to repair or replace the Collateral subject to such Disposition, such amounts shall be held as Cash Collateral and provisionally applied to reduce the outstanding principal balance of the Revolving Credit Loans (but shall not create Availability) until the earlier of LenderAdministrative Agent’s decision with respect thereto or the expiration of 180 days from such request. If LenderAdministrative Agent, after consultation with the Borrowers agrees in its reasonable judgment discretion to permit such repair or replacement, such amount shall, unless an Event of Default is in existence, be remitted to Borrowers for use in replacing or repairing the Collateral so Disposed of or subject to an insurance event at such time and in such amounts as the Lender Administrative Agent may determine in its reasonable credit judgment. If Lender Administrative Agent declines to permit such repair or replacement or does not respond to Borrowers request in its reasonable discretion within such 180 day period, such amount shall be applied to the Loans in the manner otherwise specified in this Section 2.06(b2.06(c).. 65

Reinvestment. Notwithstanding At all times during the Commitment Period, the Company may recall as Capital Contributions pursuant to this Article 6 all or a portion of amounts distributed to the Shareholders pursuant to Section 8.02 that represent the return of Capital Contributions made by the Shareholders and use such recalled amounts for the making of Investments; provided that in no event will the cost basis of Investments held by the Company attributable to Capital Contributions made by Comcast Shareholder (including any recalled Capital Contributions) exceed $4,500,000,000 at any time (for the avoidance of doubt, not reduced by any amounts retained by the Company pursuant to Section 8.05(c)). In order to give effect to the foregoing, (A) with respect to any Net Cash Proceeds less than $500,000 realized in connection with a Disposition described in Section 2.06(b)(ii), at the election of the Borrowers (as notified by the Borrower Agent to the Lender on or amounts distributed prior to the date end of the Commitment Period to any Shareholder pursuant to Section 8.02 that represent the return of Capital Contributions shall reduce, on a dollar-for-dollar basis, the amount of “Capital Contributions made” by such Disposition Shareholder prior to such time for purposes of clause (b) of the definition of “Available Capital Commitments”. Notwithstanding the foregoing or receipt anything to the contrary in this Agreement, for purposes of proceedsthis Section 6.03, (a) and so long the amount of the distribution to each Shareholder as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets within 180 days after the receipt of such Net Cash Proceeds (the consummation of such reinvestment to be certified contemplated by the Borrowers in writing third sentence of Section 6.02(f) of the Third Amended Agreement (provided that the amount of the distribution to the Lender within such period); provided, however, that any Net Cash Proceeds not so reinvested Comcast Spectacor shall be immediately applied treated as if it was made to Comcast Shareholder) will be recallable under this Section 6.03 until the prepayment end of the Loans as set forth in this Section 2.06(bCommitment Period (and shall reduce, on a dollar-for-dollar basis, the amount of “Capital Contributions made” by such Shareholder prior to such time for purposes of clause (b) of the definition of “Available Capital Commitments”) and (Bb) with respect amounts previously distributed to Net Cash Proceeds equal to or greater than $500,000 realized Comcast Spectacor that represented the return of any Capital Contributions (as defined in connection with a Disposition described in Section 2.06(b)(ii), if the Borrowers have requested that Lender agree to permit Borrowers or the applicable Subsidiary to repair or replace the Collateral subject to such Disposition, such amounts shall be held as Cash Collateral and provisionally applied to reduce the outstanding principal balance of the Revolving Credit Loans (but shall not create AvailabilityThird Amended Agreement) until the earlier of Lender’s decision with respect thereto or the expiration of 180 days from such request. If Lender, after consultation with the Borrowers agrees in its reasonable judgment to permit such repair or replacement, such amount shall, unless an Event of Default is in existence, be remitted to Borrowers for use in replacing or repairing the Collateral so Disposed of at such time and in such amounts as the Lender may determine in its reasonable credit judgment. If Lender declines to permit such repair or replacement or does not respond to Borrowers request within such 180 day period, such amount shall be applied made by Comcast Spectacor pursuant to the Loans in Second Amended Agreement or Third Amended Agreement (each as amended from time to time) shall have constituted the manner otherwise specified in this Section 2.06(b)return of such Capital Contributions to Comcast Shareholder (as if originally made by Comcast Shareholder) and may be recalled from the Comcast Shareholder for the purpose of making any Investments.

Reinvestment. Notwithstanding At all times prior to the seventh anniversary of the Commencement Date, the Company may recall as Capital Contributions pursuant to this Article 6 all or a portion of amounts distributed to the Shareholders pursuant to Section 8.02 that represent the return of Capital Contributions made by the Shareholders and use such recalled amounts for the making of Investments; provided that in no event will the cost basis (i) of Investments held by the Company attributable to Capital Contributions made by Comcast Shareholder in respect of its Original Capital Commitment (including any recalled Capital Contributions) exceed $4,000,000,000 at any time or (ii) of Investments held by the Company attributable to Capital Contributions made by Comcast Shareholder in respect of its Non-U.S. Capital Commitment (including any recalled Capital Contributions) exceed $1,000,000,000 (in each case for the avoidance of doubt, not reduced by any amounts retained by the Company pursuant to Section 8.05(c)). In order to give effect to the foregoing, (A) with respect to any Net Cash Proceeds less than $500,000 realized in connection with a Disposition described in Section 2.06(b)(ii), at the election of the Borrowers (as notified by the Borrower Agent to the Lender on or amounts distributed prior to the date seventh anniversary of the Commencement Date to any Shareholder pursuant to Section 8.02 that represent the return of Capital Contributions shall reduce, on a dollar-for-dollar basis, the amount of “Capital Contributions made” by such Disposition Shareholder prior to such time for purposes of clause (b) of the definition of “Available Capital Commitments”. Notwithstanding the foregoing or receipt anything to the contrary in this Agreement, for purposes of proceedsthis Section 6.03, (a) and so long the amount of the distribution to each Shareholder as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets within 180 days after the receipt of such Net Cash Proceeds (the consummation of such reinvestment to be certified contemplated by the Borrowers in writing to third sentence of Section 6.02(f) will be recallable under this Section 6.03 until the Lender within such period); provided, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment end of the Loans as set forth in this Section 2.06(bCommitment Period (and shall reduce, on a dollar-for-dollar basis, the amount of “Capital Contributions made” by such Shareholder prior to such time for purposes of clause (b) of the definition of “Available Capital Commitments”) and (Bb) with respect amounts distributed to Net Cash Proceeds equal Comcast Spectacor Shareholder pursuant to or greater Section 8.02 that represent the return of Capital Contributions made by Comcast Spectacor Shareholder may be recalled from Comcast AG Shareholder (as if originally made by Comcast AG Shareholder) for the purpose of making Investments other than $500,000 realized any Investment in connection with a Disposition described in Section 2.06(b)(ii), if the Borrowers have requested that Lender agree to permit Borrowers or the applicable Subsidiary to repair or replace the Collateral subject to such Disposition, such amounts shall be held as Cash Collateral and provisionally applied to reduce the outstanding principal balance of the Revolving Credit Loans (but shall not create Availability) until the earlier of Lender’s decision with respect thereto or the expiration of 180 days from such request. If Lender, after consultation with the Borrowers agrees in its reasonable judgment to permit such repair or replacement, such amount shall, unless an Event of Default is in existence, be remitted to Borrowers for use in replacing or repairing the Collateral so Disposed of at such time and in such amounts as the Lender may determine in its reasonable credit judgment. If Lender declines to permit such repair or replacement or does not respond to Borrowers request within such 180 day period, such amount shall be applied to the Loans in the manner otherwise specified in this Section 2.06(b)Spectra.