Restricted Asset Sale Proceeds definition

Restricted Asset Sale Proceeds means in respect of an Asset Sale consummated by a Foreign Subsidiary, an amount equal to the Net Proceeds attributable thereto if and solely to the extent that the repatriation of such Net Proceeds to the Company or any of its Subsidiaries, or the inclusion of such Net Proceeds in the calculation of Net Proceeds Offer Amount, (a) would result in material adverse tax consequences to the Company or any Subsidiary of the Company, as reasonably determined by the Company or (b) would be prohibited or restricted by applicable law, rule or regulation, in each case as determined in good faith by the Company.

Restricted Asset Sale Proceeds in respect of a Foreign Asset Sale, an amount equal to the Net Cash Proceeds attributable thereto if and solely to the extent that the repatriation of such Net Cash Proceeds to any Group Member, or the inclusion of such Net Cash Proceeds in the calculation of Net Cash Proceeds for purposes of calculating any prepayment requirement under Section 2.14(b) (a) would result in material adverse Tax consequences to Parent or any Subsidiary of Parent, as reasonably determined by Parent or (b) would be prohibited or restricted by applicable law, rule or regulation, in each case as determined in good faith by Xxxxxx.

Restricted Asset Sale Proceeds in respect of a Foreign Asset Sale, an amount equal to the Net Cash Proceeds attributable thereto if and solely to the extent that the repatriation of such Net Cash Proceeds to the US Borrower (a) would result in material adverse Tax consequences to the US Borrower or any other Subsidiary or (b) would be prohibited or restricted by applicable law, rule or regulation.

Examples of Restricted Asset Sale Proceeds in a sentence

• Pending the final application of any Restricted Asset Sale Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Restricted Asset Sale Proceeds in any manner that is not prohibited by this Indenture.

• Recall that for a strict function f hav-ing arity n and precondition p, we haveD(f(e1, …, en)) = D(e1) ∧ … ∧ D(en) ∧ p(e1,…,en) The expanded GC program for D(f(e1, …, en)), is defined as follows:E〚D(f(e1, …, en))〛 =E〚D(e1)〛;...

• If Net Proceeds from Asset Sales total $13 million during Year 3, Restricted Asset Sale Proceeds for the following annual period shall equal $10 million ($10 million + no carry forward from Year 3).

• If Net Proceeds from Asset Sales total $12 million during Year 2, Restricted Asset Sale Proceeds for the following annual period (“Year 3”) shall equal $13 million ($10 million + $3 million carried forward from Year 2).

• For the avoidance of doubt, the Company shall not make any Restricted Payment to Holdings, directly or indirectly (including through the temporary repayment of any revolving credit facility), with Restricted Asset Sale Proceeds.

• For example, if Net Proceeds from Asset Sales total $7.5 million during the first full year after the date of the Existing Second Lien Notes Indenture (“Year 1”), Restricted Asset Sale Proceeds for the annual period beginning on the first anniversary date of the Existing Second Lien Notes Indenture (“Year 2”) shall equal $15 million ($10 million + $5 million carried forward from Year 1).

More Definitions of Restricted Asset Sale Proceeds

Restricted Asset Sale Proceeds means, at any time a prepayment shall be made pursuant to Section 2.13(b) in respect of a Foreign Asset Sale, an amount equal to the Net Cash Proceeds attributable thereto if and solely to the extent that the repatriation of such Net Cash Proceeds to the Borrower (a) would result in material adverse Tax consequences to the Borrower or any other Subsidiary or (b) would be prohibited or restricted by applicable law, rule or regulation.

Restricted Asset Sale Proceeds in respect of a Foreign Asset Sale, an amount equal to the Net Cash Proceeds attributable thereto if and solely to the extent that the repatriation of such Net Cash Proceeds to the Borrower (a) would result in material adverse Tax consequences to the Borrower or any Subsidiary of Mid-Holdings (other than with respect to the Permitted English Business Sale) or (b) would be prohibited or restricted by applicable law, rule or regulation, in each case as determined by Mid-Holdings in good faith.

Restricted Asset Sale Proceeds means Net Proceeds from Asset Sales that are less than or equal to (i) $12.5 million in the aggregate for the first full year after the date of this Indenture and (ii) $10 million in the aggregate for each year period beginning on an anniversary date of this Indenture; provided that unused amounts for any period may be carried forward to subsequent periods and shall constitute Restricted Asset Sale Proceeds for such subsequent periods; provided further that all Net Proceeds from the sale of the Xxxxxx Property and the sale of KTCY-FM shall constitute Restricted Asset Sale Proceeds but the amount of Net Proceeds from such sales shall not count toward the amounts in clauses (i) and (ii) above. For example, if Net Proceeds from Asset Sales total $7.5 million during the first full year after the date of this Indenture (“Year 1”), Restricted Asset Sale Proceeds for the annual period beginning on the first anniversary date of this Indenture (“Year 2”) shall equal $15 million ($10 million + $5 million carried forward from Year 1). If Net Proceeds from Asset Sales total $12 million during Year 2, Restricted Asset Sale Proceeds for the following annual period (“Year 3”) shall equal $13 million ($10 million + $3 million carried forward from Year 2). If Net Proceeds from Asset Sales total $13 million during Year 3, Restricted Asset Sale Proceeds for the following annual period shall equal $10 million ($10 million + no carry forward from Year 3).

Restricted Asset Sale Proceeds means Net Proceeds from Asset Sales (other than any Net Proceeds from Spectrum Asset Sales) that are less than or equal to (i) $12.5 million in the aggregate for the first full year after the date of the Existing Second Lien Notes Indenture and (ii) $10 million in the aggregate for each year period beginning on an anniversary date of the Existing Second Lien Notes Indenture; provided that unused amounts for any period may be carried forward to subsequent periods and shall constitute Restricted Asset Sale Proceeds for such subsequent periods; provided further that all Net

Restricted Asset Sale Proceeds in respect of a Foreign Asset Sale, an amount equal to the Net Cash Proceeds attributable thereto if and solely to the extent that the repatriation of such Net Cash Proceeds to any Group Member (a) would result in material adverse Tax consequences to Parent or any Subsidiary of Parent, as reasonably determined by Parent or (b) would be prohibited or restricted by applicable law, rule or regulation, in each case as determined in good faith by Parent. US-DOCS\73723759.13

Restricted Asset Sale Proceeds as defined in Section 2.9(b).