Telecommunications Assets Clause Samples
Telecommunications Assets. In the event and to the extent that the Net Available Proceeds received by the Guarantor or any of its Restricted Subsidiaries from one or more Asset Dispositions occurring on or after the date hereof in any period of 12 consecutive months exceed 10% of Consolidated Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Guarantor and its subsidiaries have been filed with the Commission), then the Guarantor or the Issuer shall or shall cause the relevant Restricted Subsidiary to (i) within 12 months after the date Net Available Proceeds so received exceed 10% of Consolidated Tangible Assets (A) apply an amount equal to such excess Net Available Proceeds to permanently repay unsubordinated Debt of the Guarantor or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 10.14 or Debt of any other Restricted Subsidiary, in each case owing to a Person other than the Guarantor or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such agreement), in Telecommunications Assets and (ii) apply (no later than the end of the 12-month period referred to in clause (i)) such excess Net Available Proceeds (to the extent not applied pursuant to clause (i)) as provided in the paragraph (b) below. The amount of such excess Net Available Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds".
Telecommunications Assets. The Net Available Cash (or any portion thereof) from Asset Sales may be applied by the Parent or a Restricted Subsidiary, to the extent the Parent or such Restricted Subsidiary elects (or is required by the terms of any Debt):
(1) to Repay (i) secured Debt or (ii) Debt of any Restricted Subsidiary that is not a Guarantor (excluding, in any such case, any Debt owed to an Affiliate of a Guarantor); or
(2) to reinvest in Telecommunications Assets (including by means of an Investment in Telecommunications Assets by a Restricted Subsidiary with Net Available Cash received by the Parent or another Restricted Subsidiary). Any Net Available Cash from an Asset Sale not applied in accordance with the preceding paragraph within 360 days from the date of the receipt of such Net Available Cash shall constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $15 million (taking into account any income earned on such Excess Proceeds), the Issuer will be required to make an offer to purchase the Notes (the “Prepayment Offer”) which offer shall be in the amount of the Allocable Excess Proceeds, on a pro rata basis according to principal amount, at a purchase price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date) and Additional Amounts, if any, in accordance with the procedures (including prorating in the event of over-subscription) set forth in the Indenture. To the extent that any portion of Net Available Cash remains after compliance with the preceding sentence, and provided that all holders of Notes have been given the opportunity to render their Notes for purchase in accordance with the Indenture, the Parent or such Restricted Subsidiary may use such remaining amount for any purpose permitted by the Indenture and the amount of Excess Proceeds will be reset to zero.
Telecommunications Assets. OPTEL owns, possesses, or leases and ------------------------- maintains sufficient and appropriate telecommunications facilities and assets in order to perform its obligations under the Agreement, and that those assets and facilities are free of encumbrances other than any encumbrances disclosed to RHYTHMS prior to the execution of the Agreement.
Telecommunications Assets. An ownership interest, as specified on Exhibit 1.1(iv) attached hereto, in and to those telecommunications facilities and related equipment described on Exhibit 1.1
Telecommunications Assets. 104 6.17. Significant Subsidiaries....................................104
Telecommunications Assets. No Loan used to provide purchase money financing for the construction, acquisition or improvement of any Telecommunications Asset will exceed 80% (or such greater percentage (not in excess of 100%) as may be permitted under the Public Indentures) of the total cost of the asset financed with such Loan, and the remainder of the total cost of each Telecommunications Asset so constructed, acquired or improved after the Closing Date shall be financed with other sources not prohibited by the Public Indentures.
Telecommunications Assets. The Board of Directors of Holdings shall have adopted a resolution determining that all Nortel Networks Goods and Services that may be financed by the Borrower pursuant to this Agreement constitute "Telecommunications Assets" as such term is defined in the PNI Senior Notes Indenture and a copy of such resolutions shall have been delivered to the trustee under the PNI Senior Notes Indenture; and