Distribution Proceeds Sample Clauses

Distribution Proceeds. (a) The Company shall ensure that, subject to Clause 7.7 (Application of prepayments), an aggregate amount equal to any Distribution Proceeds is immediately applied in mandatory repayment and cancellation of the Facility in accordance with Clause 7.7 (Application of prepayments). (b) Paragraph (a) above shall not apply to Distribution Proceeds received by the Company which have already been applied in payment of interest or fees in respect of the Facility. (c) For the purposes of this Agreement, “Distribution Proceeds” means:
Sample 1Sample 2See All (4)
Distribution Proceeds. All proceeds from the distribution of the Series will be paid by the distributor into an Alliance- and TEAM-established escrow account/"lockbox" (escrow agent and instructions to be mutually-approved) and applied in the following order of priority: (a) all unrecouped production costs; (b) all actual, direct, verifiable, out-of-pocket, mutually-approved distribution expenses incurred after the date hereof capped at 10%; and (c) any and all unrecouped guarantees/deficit financing provided by the parties (pari passu); and (d) any and all mutually-approved third-party payments. All remaining proceeds will be distributed to the parties on a 60% to TEAM, 40% to Alliance basis. Neither party will be entitled to charge a distribution fee.
Sample 1
Distribution Proceeds. The net cash proceeds resulting from the sale, exchange, lease, refinance or other transfer of all or substantially all of the assets of the Company or from the liquidation of the assets of the Company following the dissolution thereof, subject to the applicable provisions of this Agreement, which are not reinvested or retained by the Company for the continuation of its business, and after deducting all related expenses, (hereinafter referred to as “Distribution Proceeds”) shall be distributed and applied in the following order of priority: 3.5.1 to pay any debts or liabilities of the Company, including, but not limited to, all outstanding Member Loans (together with interest thereon as calculated pursuant to other applicable provisions contained herein) made to the Company by any Member and all necessary expenses of liquidation, if applicable; 3.5.2 to establish any reserves which the Members deem reasonably necessary to provide for any contingent or unforeseen liabilities or obligations of the Company, provided, however that at the expiration of such period of time as the Members deem advisable, the balance of such reserves remaining after the payment of such contingencies shall be distributed to the Members in accordance with Sections 3.5.3, 3.5.4, and 3.5.5 below: 3.5.3 to the Initial Members, in proportion to their respective Capital Contributions; 3.5.4 to the Members, in accordance with, and proportionate to their respective positive Capital Account balances remaining after the payments described in this Section, 3.5, (until the positive Capital Account of each Member, on a pro rata basis, is reduced to zero); and 3.5.5 to the Members in proportion to each Member’s Membership Interest. Sample
Sample 1
Distribution Proceeds. If the Borrower receives any proceeds of Distribution from the Company or any payment, prepayment or repayment of any sums due under the Intercompany Loan Agreement (except for such amounts received under the Intercompany Loan Agreement which shall be used for the purpose of Squeeze Out), such proceeds and/or sums less any taxes, costs and expenses properly incurred and payable by the Company in connection with making or distributing the Distribution or the payment, prepayment or repayment under the Intercompany Loan Agreement shall be deposited into the applicable Proceeds Accounts for application for mandatory prepayment on the immediately following Interest Payment Date. For the avoidance of doubt, any tax amounts paid or payable by the Company to the Borrower for the purpose of filing a consolidated tax return for the Group shall not be deemed to be a Distribution for the purpose of this Agreement.
Sample 1

Related to Distribution Proceeds

  • Liquidation Proceeds Cash received in connection with the liquidation of a defaulted Mortgage Loan, whether through the sale or assignment of such Mortgage Loan, trustee’s sale, foreclosure sale, payment in full, discounted payoff or otherwise, or the sale of the related Mortgaged Property if the Mortgaged Property is acquired in satisfaction of the Mortgage Loan, including any amounts remaining in the related Escrow Account.

  • Application of Net Liquidation Proceeds For all purposes under this agreement, Net Liquidation Proceeds received from a Servicer shall be allocated first to accrued and unpaid interest on the related Mortgage Loan and then to the unpaid principal balance thereof.

  • Distribution of Collateral Proceeds In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent, in its capacity as such, for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Required Lenders may determine; provided, however, that (i) distributions shall be made (A) pari passu among Obligations with respect to the Administrative Agent’s Fee and all other Obligations and (B) with respect to each type of Obligation owing to the Lenders, such as interest, principal, fees and expenses, among the Lenders pro rata across all Tranches and (ii) the Administrative Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; (c) Third, upon payment and satisfaction in full in cash or other provisions for payment in full satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any obligations required to be paid pursuant to §9-615 of the UCC of the State of New York; and (d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

  • Distribution of Proceeds In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies; (b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and (c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

  • Distribution Upgrades The Connecting Transmission Owner shall design, procure, construct, install, and own the Distribution Upgrades described in Attachment 6 of this Agreement. If the Connecting Transmission Owner and the Interconnection Customer agree, the Interconnection Customer may construct Distribution Upgrades. The actual cost of the Distribution Upgrades, including overheads, shall be directly assigned to the Interconnection Customer. The Interconnection Customer shall be responsible for its share of all reasonable expenses, including overheads, associated with owning, operating, maintaining, repairing, and replacing the Distribution Upgrades, as set forth in Attachment 6 to this Agreement.

  • Distributions of Cash Flow Cash flow for each taxable year of the Company shall be distributed to the Member at such times and in such amounts as the Member shall determine.

  • Available Funds The Company will distribute its Available Funds to the Member in such amounts and at such times as the Member may determine.

  • Distributions of Net Cash Flow The Net Cash Flow of the Partnership for each calendar year, shall be distributed to the Partners from time to time, in the discretion of the General Partner, in accordance with the Percentage Interests of the Partners.

  • Distribution Fee The distribution fee payable to the Dealer Manager as additional compensation for serving as the dealer manager for the Offering and reallowable to Soliciting Dealers with respect to Shares sold by them, as described in the Corporation’s Prospectus.

  • Sale Proceeds The proceeds of sale of any new Series of Notes shall be wired to the Collection and Funding Account, and the Indenture Trustee shall disburse such sale proceeds at the direction of the Administrator on behalf of the Issuer, except to the extent such funds are needed to satisfy the Collateral Test. The Administrator on behalf of the Issuer may direct the Issuer to apply such proceeds to reduce pro rata based on Invested Amounts, the VFN Principal Balance of any Classes of Variable Funding Notes, or to redeem any Series of Notes in accordance with Section 13.1. In the absence of any such direction, the proceeds of such sale shall be distributed to the Depositor or at the Depositor’s direction on the Issuance Date for the newly issued Notes. The Administrator shall deliver to the Indenture Trustee a report demonstrating that the release of sale proceeds pursuant to the Issuer’s direction will not cause a failure of the Collateral Test, as a precondition to the Indenture Trustee releasing such proceeds.