Net Cash Proceeds Account Sample Clauses

Net Cash Proceeds Account. Subject to the terms of the Intercreditor Agreement, the Net Cash Proceeds of any Pari Passu Priority Collateral arising from an Asset Sale or Casualty Event by the Designated Company or any Subsidiary Guarantor which Net Cash Proceeds are being reinvested in accordance with Sections 2.10(c) or (e), respectively, shall be deposited in one or more Net Cash Proceeds Accounts pending final application of such proceeds (and any products of such proceeds) in accordance with the terms hereof (provided that prior to such final application, and without affecting the Co-Borrowers’ obligations under Sections 2.10(c) and (e), such proceeds may be utilized to make repayments of the Revolving Credit Loans without reducing Revolving Credit Commitments).
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Net Cash Proceeds Account. All Cash received by the Company or its subsidiaries as Net Cash Proceeds from an Asset Sale or as Insurance Proceeds shall be deposited in the Net Cash Proceeds Account, in which account there shall be, subject to the lien subordination provisions set forth in the Intercreditor Agreement, the Collateral Documents and Section 4.6, a perfected security interest in favor of the Collateral Agent for the benefit of the Secured Creditors. The funds from time to time on deposit in the Net Cash Proceeds Account may be disbursed from such account only for the purposes and in the manner provided for in the Intercreditor Agreement, the Security Agreement, the Bank Credit Facilities and this Indenture.
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Net Cash Proceeds Account. Subject to the terms of the Intercreditor Agreement, the Net Cash Proceeds of any Term Loan Priority Collateral arising from an Asset Sale or Casualty Event which Net Cash Proceeds are being reinvested in accordance with Sections 2.10(c) or (f), respectively, shall be deposited in one or more Net Cash Proceeds Accounts pending final application of such proceeds (and any products of such proceeds) in accordance with the terms hereof (provided that prior to such final application, and without affecting the Borrowers’ obligations under Sections 2.10(c) and (f), such proceeds may be utilized to make repayments of the Revolving Credit Loans without reducing Revolving Credit Commitments).
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Net Cash Proceeds Account. All Cash received by the Company or its subsidiaries as Net Cash Proceeds from an Asset Sale or as Insurance Proceeds shall be deposited in the Net Cash Proceeds Account, in which account there shall be, subject to the lien subordination provisions set forth in the Intercreditor Agreement, the Collateral Documents and Section 4.6, a perfected security interest in favor of (i) the Collateral Agent for the benefit of the Bank Lenders as security for the prompt and complete payment and performance in full of the obligations under the Bank Credit Facilities, and (ii) the Holders, without preference, priority, or distinction of any Holder over any other Holder by reason of difference in time of issuance, sale or otherwise, as security for the prompt and complete payment and performance in full of the Indenture Obligations. The funds from time to time on deposit in the Net Cash Proceeds Account may be disbursed from such account only for the purposes and in the manner provided for in the Intercreditor Agreement, the Security Agreement, the Bank Credit Facilities and this Indenture.
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Net Cash Proceeds Account. All Cash or Cash Equivalents received by the Company or its Subsidiaries as Net Cash Proceeds from any Asset Sale or as Insurance and Condemnation Proceeds shall be deposited in the Net Cash Proceeds Account, in which account there shall be, subject to the lien priority provisions set forth in the Intercreditor Agreement, the Security Documents and Section 4.6, a perfected security interest in favor of the Collateral Agent for the benefit of the Secured Creditors. As long as no Default or Event of Default exists, the funds from time to time on deposit in the Net Cash Proceeds Account may, subject to the requirement of the immediately succeeding sentence, be disbursed
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Net Cash Proceeds Account. All Cash or Cash Equivalents received by the Company or its Subsidiaries as Net Cash Proceeds from any Asset Sale or as Insurance and Condemnation Proceeds shall be deposited in the Net Cash Proceeds Account, in which account there shall be, subject to the lien priority provisions set forth in the Intercreditor Agreement, the Security Documents and Section 4.6, a perfected security interest in favor of the Collateral Agent for the benefit of the Secured Creditors. As long as no Default or Event of Default exists, the funds from time to time on deposit in the Net Cash Proceeds Account may, subject to the requirement of the immediately succeeding sentence, be disbursed from such account for general corporate purposes and to replace, restore, repair or rebuild the respective Collateral. Notwithstanding anything to the contrary contained in the immediately preceding sentence, if the aggregate amount of Insurance and Condemnation Proceeds (for this purpose, excluding proceeds from business interruption insurance) with respect to any single event or series of related events equals or exceeds $1,000,000, then all Insurance and Condemnation Proceeds received from the respective event or series of related events (including proceeds from business interruption insurance) may only be withdrawn from the Net Cash Proceeds Account so long as no Default or Event of Default then exists, (a) in the case of proceeds from business interruption insurance, for general corporate purposes, and (b) in the case of all other such Insurance and Condemnation Proceeds, (i) within 180 days after the date of the receipt of such proceeds, to commence replacement, restoration, repair or reconstruction of any Collateral that has been damaged, destroyed, or subject to the respective casualty or condemnation event (provided, that such replacement, restoration, repair or reconstruction is completed within 365 days of such commencement) and/or (ii) to the extent not used for the purposes described in the preceding clause (i), subject to the terms of the Intercreditor Agreement, to redeem Securities in accordance with the provision of Section 3.1 of this Indenture. Any release of proceeds as contemplated by the immediately preceding sentence shall be effected pursuant to the delivery of an Officer's Certificate by the Company to the Trustee at the time of each release of such funds, with each such Officer's Certificate to certify the amount of funds to be withdrawn and the use to be made of the ...
Sample 1
Net Cash Proceeds Account the Borrower will cause such remaining Restricted Proceeds to be deposited into an escrow account to be maintained by Wilmington Trust, Xxxxx Fargo or another financial institution mutually acceptable to Borrower and the Required Lenders (the “Net Cash Proceeds Account”) within three (3) Business Days after delivery of the Interim Section 5.17 Report to the Administrative Agent. The Borrower only shall be permitted to withdraw deposits in the Net Cash Proceeds Account (A) with the prior written consent of the Required Lenders, such consent not to be unreasonably withheld, (B) in order to fund any Deleveraging Event or Events (other than Discounted Purchases), including all costs, fees and expenses associated therewith as well as accrued interest required to be paid in connection therewith, (C) to repay the Term Loans at par, including all costs, fees and expenses associated therewith as well as accrued interest required to be paid in connection therewith or (D) if the Discounted Purchase Option Date has been extended, then on or prior to such extended Discounted Purchase Option Date in order to fund a Discounted Purchase, including all costs, fees and expenses associated therewith as well as accrued interest required to be paid in connection therewith. The Borrower shall (1) use any cash withdrawn from the Net Cash Proceeds Account within ten (10) days after withdrawal thereof and (2) return such cash to the Net Cash Proceeds Account to the extent not used for a permitted purpose set forth in this Section 5.19 within ten (10) days of any such withdrawal from the Net Cash Proceeds Account. To the extent not previously put into place, the Borrower shall execute, prior to any amounts being deposited into the Net Cash Proceeds Account, an account control agreement in order to grant a valid security interest in the deposits in the Net Cash Proceeds Account in form and substance substantially consistent with existing control agreements previously entered into between the Borrower and the Administrative Agent or otherwise reasonably satisfactory to the Administrative Agent.Subject to Section 5.20, to the extent there shall be any Restricted Proceeds after the Discounted Purchase Option Date as reflected in the Interim Section 5.17 Report SECTION 5.20. Termination of Sections 5.17, 5.18 and 5.19. Notwithstanding anything to the contrary set forth herein or elsewhere in this Agreement, the Borrower shall no longer have to comply with any of the requirements of Sect...
Sample 1
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Net Cash Proceeds Account. Subject to the terms of the Intercreditor Agreement, the Net Cash Proceeds of any Pari Passu Priority Collateral arising from an Asset Sale or Casualty Event by the Designated Company or any Subsidiary Guarantor which Net Cash Proceeds are being reinvested in accordance with Sections 2.10(c) or (e), respectively, shall be deposited in one or more Net Cash Proceeds Accounts pending final application of such proceeds (and any 1117312.02-CHISR02A - MSW products of such proceeds) in accordance with the terms hereof (provided that prior to such final application, and without affecting the Co-Borrowers’ obligations under Sections 2.10(c) and (e), such proceeds may be utilized to make repayments of the Revolving Credit Loans without reducing Revolving Credit Commitments).
Sample 1
Net Cash Proceeds Account. (a) All Net Cash Proceeds received by the Company or any Guarantor from an Asset Sale and as Insurance Proceeds (collectively, the "Cash Collateral") shall be deposited in an account with the Trustee (the "Net Cash Proceeds Account"), in which there shall be an exclusive and perfected security interest in favor of the Trustee for the equal and ratable benefit of the Holders, without preference, priority, or distinction of any thereof over any other thereof by reason of difference in time of issuance, sale or otherwise, as security for the prompt and complete payment and performance in full of the Indenture Obligations. The funds from time to time on deposit in the Net Cash Proceeds Account resulting from an Asset Sale may be disbursed from such account only for the purposes and in the manner provided for pursuant to Section 5.14 hereof. All other funds may be used at any time (in addition to any other use herein permitted) to redeem the Securities. (b) In its discretion, the Company may request the Trustee, as collateral agent, in writing to, and the Trustee, as collateral agent, shall, invest any Cash Collateral in the Cash Collateral Account as provided for in the Security Agreement; provided, that the Trustee shall retain an exclusive, valid and perfected security interest in the proceeds of the funds so invested. (c) Interest and other amounts earned on Cash Collateral shall be held in the Cash Collateral Account as provided in the Security Agreement.
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Related to Net Cash Proceeds Account

  • Cash Proceeds In addition to the rights of the Collateral Agent specified in Section 4.3 with respect to payments of Receivables, all proceeds of any Collateral received by any Grantor consisting of cash, checks and other non-cash items (collectively, “Cash Proceeds”) shall be held by such Grantor in trust for the Collateral Agent, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, unless otherwise provided pursuant to Section 4.4(a)(ii), be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent, if required) and held by the Collateral Agent in the Collateral Account. Any Cash Proceeds received by the Collateral Agent (whether from a Grantor or otherwise): (i) if no Event of Default shall have occurred and be continuing, shall be held by the Collateral Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and (ii) if an Event of Default shall have occurred and be continuing, may, in the sole discretion of the Collateral Agent, (A) be held by the Collateral Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by the Collateral Agent against the Secured Obligations then due and owing.

  • 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.

  • Working Capital Trust Account Proceeds Upon consummation of the Offering, $250,000 of the proceeds from the sale of the Firm Units will be released to the Company to fund the working capital requirements of the Company, and the remainder of the proceeds from the sale of the Firm Units will be deposited into the Trust Account and held pursuant to the terms of the Trust Agreement.

  • Revenue Account The Borrower and the Security Agent have established with the Securities Intermediary an account entitled the “Stetson Revenue Account” (account number 0000000) (the “Revenue Account”). Except as otherwise set forth in this Agreement, the Borrower shall (and the Borrower shall cause each Project Company to) deposit in the Revenue Account all cash amounts held by or paid to the Borrower (and each Project Company), including without limitation, (i) any and all distributions and other payments to which the Borrower is entitled under the Borrower LLC Agreement, (ii) all Project Revenues paid to the Borrower or any Project Company under any Project Documents or otherwise, (iii) all proceeds of any equity contribution funded by all Affiliated Participants, (iv) all proceeds of any business interruption insurance received by the Borrower or any Project Company or otherwise in respect of the Projects, and (v) transfers from other Collateral Accounts in accordance with this Section 6; provided, however, that (x) all Government Grant proceeds received from the Governmental Authority shall be deposited in the Government Grant Proceeds Account pursuant to Section 6(g), (y) all proceeds of insurance (other than proceeds of business interruption insurance) shall be deposited in the Loss Proceeds Account pursuant to Section 6(f), and (z) all proceeds paid to the Borrower or any Project Company related to the Permitted Transmission Line Transfer shall be deposited in the Gen Lead Account pursuant to Section 6(j). So long as no Event of Default has occurred and is continuing or will occur upon giving effect to the application described below, funds in the Revenue Account shall be applied by internal account transfer by the Securities Intermediary at the direction of the Security Agent and the Borrower, in each case at the following times and in the following order of priority:

  • Funding Account The Administrative Agent shall have received a notice setting forth the deposit account of the Borrower (the “Funding Account”) to which the Administrative Agent is authorized by the Borrower to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement.

  • Collateral Accounts The Borrower agrees and confirms that (a) pursuant to the Collateral Agency Agreement, it has caused to be established at the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of the Borrower.

  • Net Sales Proceeds In the case of a transaction described in clause (A) of the definition of Sale, the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including all real estate commissions, closing costs and legal fees and expenses. In the case of a transaction described in clause (B) of such definition, Net Sales Proceeds means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including any legal fees and expenses and other selling expenses incurred in connection with such transaction. In the case of a transaction described in clause (C) of such definition, Net Sales Proceeds means the proceeds of any such transaction actually distributed to the Company from the Joint Venture less the amount of any selling expenses, including legal fees and expenses incurred by or on behalf of the Company (other than those paid by the Joint Venture). In the case of a transaction or series of transactions described in clause (D) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction (including the aggregate of all payments under a Mortgage or in satisfaction thereof other than regularly scheduled interest payments) less the amount of selling expenses incurred by or on behalf of the Company, including all commissions, closing costs and legal fees and expenses. In the case of a transaction described in clause (E) of such definition, Net Sales Proceeds means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including any legal fees and expenses and other selling expenses incurred in connection with such transaction. In the case of a transaction described in the last sentence of the definition of Sale, Net Sales Proceeds means the proceeds of such transaction or series of transactions less all amounts generated thereby which are reinvested in one or more Assets within 180 days thereafter and less the amount of any real estate commissions, closing costs, and legal fees and expenses and other selling expenses incurred by or allocated to the Company in connection with such transaction or series of transactions. Net Sales Proceeds shall also include any consideration (including non-cash consideration such as stock, notes, or other property or securities) that the Company determines, in its discretion, to be economically equivalent to proceeds of a Sale, valued in the reasonable determination of the Company. Net Sales Proceeds shall not include any reserves established by the Company in its sole discretion.

  • Trust Account Proceeds Prior to the liquidation of the Trust Account in the event the Company has not completed a Business Combination as required by its Charter Documents (the “Termination Date”), interest income on the funds held in the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes incurred by the Company, all as more fully described in the Prospectus.

  • 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.

  • Establishment of Collateral Account The Securities Intermediary hereby confirms that: (a) the Securities Intermediary has established the Collateral Account; (b) the Collateral Account is a securities account; (c) subject to the terms of this Agreement, the Securities Intermediary shall identify in its records the Collateral Agent as the entitlement holder entitled to exercise the rights that comprise any financial asset credited to the Collateral Account; (d) all property delivered to the Securities Intermediary pursuant to this Agreement, including any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition thereof) or Treasury Securities and the Permitted Investments, will be credited promptly to the Collateral Account; and (e) all securities or other property underlying any financial assets credited to the Collateral Account shall be (i) registered in the name of the Purchase Contract Agent and indorsed to the Securities Intermediary or in blank, (ii) registered in the name of the Securities Intermediary or (iii) credited to another securities account maintained in the name of the Securities Intermediary. In no case will any financial asset credited to the Collateral Account be registered in the name of the Purchase Contract Agent (in its capacity as such) or any Holder or specially indorsed to the Purchase Contract Agent (in its capacity as such) or any Holder, unless such financial asset has been further indorsed to the Securities Intermediary or in blank.

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