Common use of Net Cash Sale Proceeds Clause in Contracts

Net Cash Sale Proceeds. The net cash proceeds received by the Borrower and any of its Subsidiaries in respect of any Asset Sale, less the sum of (a) all reasonable out-of-pocket fees, commissions and other expenses incurred in connection with such Asset Sale, including the amount (estimated in good faith by such Person) of income, franchise, sales and other applicable taxes required to be paid by such Person in connection with such Asset Sale and (b) the aggregate amount of cash so received by such Person which is used to retire (in whole or in part) any Indebtedness (other than under the Loan Documents) of such Person permitted by this Credit Agreement that was secured by a lien or security interest (if any) permitted by this Credit Agreement having priority over the liens and security interests (if any) of the Agent, for the benefit of the Banks, with respect to such assets transferred, and which is required to be repaid in whole or in part (which repayment, in the case of any other revolving credit arrangements or multiple advance arrangements, reduces the commitment thereunder) in connection with such Asset Sale. NET WORKING CAPITAL CHANGES. For any fiscal period, the net change from the immediately preceding like fiscal period in (a) both billed and unbilled Accounts Receivable, (b) current accounts payable of the Borrower and its Subsidiaries, (c) current accruals and accretions (exclusive of interest accruals and accretions) of the Borrower and its Subsidiaries and (d) inventory of the Borrower and its Subsidiaries.

Net Cash Sale Proceeds. The (a) With respect to any Asset Sale, the net cash proceeds received by the Borrower and any of its Subsidiaries in respect of any Asset Sale, a Person less the sum of (ai) all reasonable out-of-pocket fees, commissions and other reasonable and customary direct expenses actually incurred in connection with such Asset Sale, including the amount (estimated in good faith by such Person) of income, franchise, sales and other applicable any transfer or documentary taxes required to be paid by such Person in connection with such Asset Sale Sale, and (bii) the aggregate amount of cash so received by such Person which is required to be used to retire (in whole or in part) any Indebtedness (other than under the Loan Documents) of such Person permitted by this Credit Agreement that was secured by a lien or security interest (if any) permitted by this Credit Agreement having priority over the liens and security interests (if any) of the Agent, Collateral Agent and/or the Administrative Agent (for the benefit of the BanksCollateral Agent, the Administrative and the Lenders) with respect to such assets transferred, transferred and which is required to be repaid in whole or in part (which repayment, in the case of any other revolving credit arrangements arrangement or multiple advance arrangementsarrangement, reduces the commitment thereunder) in connection with such Asset Sale. NET WORKING CAPITAL CHANGES. For any fiscal period, the net change from the immediately preceding like fiscal period in (a) both billed and unbilled Accounts Receivable, (b) current accounts payable with respect to any sale of Capital Stock, the aggregate amount of all cash proceeds received by or for the benefit of any Borrower or Subsidiary of a Borrower therefrom less (i) all reasonable legal, underwriting and similar fees and expenses incurred in connection therewith, and (ii) the aggregate amount of cash so received by such Person which is required by the terms of the Borrower Hxxxxxx Signature Note Agreement Loans and/or the Silgan Payable to be used, and its Subsidiarieswhich is in fact used, to prepay (cin whole or in part) current accruals and accretions the Hxxxxxx Signature Note Agreement Loans and/or the Silgan Payable, provided that this clause (exclusive of interest accruals and accretionsb) shall in any event not exceed the amount, if any, of the Borrower Hxxxxxx Signature Note Agreement Loans and its Subsidiaries the Silgan Payable that is, pursuant to §9.16 hereof, permitted to be prepaid. Non-U.S. Lender. See §5.2.3. Notes. The Revolving Credit Notes and (d) inventory of the Borrower and its SubsidiariesSwing Line Note.

Net Cash Sale Proceeds. The net cash proceeds received by the Borrower and any of its Subsidiaries in In respect of any Asset SaleSale or Asset Swap, less the gross cash proceeds (without duplication) received by the Parent, the Borrower, its Subsidiaries, the Austin Partnership or RAM, as applicable, minus, the sum of (a) all reasonable out-of-pocket fees, commissions and other reasonable and customary direct expenses actually incurred in connection with such Asset SaleSale or Asset Swap, including any income taxes payable as a result of such Asset Sale and the amount (estimated in good faith by such Person) of income, franchise, sales and other applicable any transfer or documentary taxes required to be paid by such Person or Persons in connection with such Asset Sale and or Asset Swap, plus (b) the aggregate amount of cash so received by such Person or Persons which is required to be used to retire (in whole or in part) any Indebtedness (other than under the Loan Documents) of such Person or Persons permitted by this Credit Agreement that was secured by a lien or security interest (if any) permitted by this Credit Agreement having priority over the liens and security interests (if any) of the Agent, Administrative Agent (for the benefit of the Banks, Administrative Agent and the Lenders) with respect to such assets transferred, transferred and which is required to be repaid in whole or in part (which repayment, in the case of any other revolving credit arrangements arrangement or multiple advance arrangementsarrangement, reduces the any commitment thereunder) in connection with such Asset SaleSale or Asset Swap, plus (c) any cash reserve in an amount reasonably determined by the Borrower to be necessary in connection with indemnification obligations or potential post-closing purchase price adjustments relating to such Asset Sale or Asset Swap so long as (i) the Administrative Agent holds such cash reserve amount as cash collateral pursuant to §4.7 hereof, (ii) the Borrower provides to the Administrative Agent an accounting of such proceeds reasonably satisfactory to the Administrative Agent and (iii) the Borrower prepays the Obligations hereunder with the remainder of such funds promptly upon settlement or extinguishment of such obligations or adjustments. NET WORKING CAPITAL CHANGES. For If any fiscal periodof the Parent, the net change from Borrower, any Subsidiary, the immediately preceding like fiscal period in (a) both billed and unbilled Accounts Receivable, (b) current accounts payable Austin Partnership or RAM receives any promissory notes or other instruments as part of the Borrower consideration for such Asset Sale or Asset Swap or if payment in cash of any portion of the consideration for such Asset Sale or Asset Swap is otherwise deferred or if the amount previously held as a cash reserve for indemnification obligations or purchase price adjustments is reduced, Net Cash Sale Proceeds shall be deemed to include any cash payments in respect of such notes or instruments or otherwise deferred portion of such consideration when and to the extent received by such Person. Notwithstanding the foregoing, with respect to Asset Sales and Asset Swaps of the assets of the Austin Partnership and RAM, Net Cash Sale Proceeds shall be calculated only to the extent of the Borrower’s and its Subsidiaries’ aggregate equity percentage in the Austin Partnership or RAM, (c) current accruals and accretions (exclusive of interest accruals and accretions) of the Borrower and its Subsidiaries and (d) inventory of the Borrower and its Subsidiariesas applicable. Non-Excluded Taxes. See §6.3.2.

Net Cash Sale Proceeds. The net gross cash proceeds received by the Borrower Company and any of its Subsidiaries in respect of any Asset Sale, less the sum of (a) all reasonable out-of-pocket fees, commissions and other expenses incurred in connection with such Asset Sale, including the amount (estimated in good faith by such Person) of income, franchise, sales and other applicable taxes required to be paid by such Person in connection with such Asset Sale and (b) the aggregate amount of cash so received by such Person which is used to retire (in whole or in part) any Indebtedness (other than under the Loan Documents) of such Person permitted by this Credit Agreement that was secured by a lien or security interest (if any) permitted by this Credit Agreement having priority over the liens and security interests (if any) of the Agent, Agent (for the benefit of the Banks, ) with respect to such assets transferred, and which is required to be repaid in whole or in part (which repayment, in the case of any other revolving credit arrangements or multiple advance arrangements, reduces the commitment thereunder) in connection with such Asset Sale. NET WORKING CAPITAL CHANGESNet Working Capital Changes. For any fiscal period, the net change from the last day of the immediately preceding like fiscal period to the last day of such fiscal period in (a) both billed and unbilled Accounts Receivable, (b) current accounts payable of the Borrower Borrowers and its their Subsidiaries, (c) current accruals and accretions (exclusive of interest accruals and accretions) of the Borrower Borrowers and its their Subsidiaries and (d) inventory of the Borrower Borrowers and its their Subsidiaries. New Subordinated Notes. The 9 7/8% Senior Subordinated Notes due 2007 issued by the Company in the aggregate principal amount of $31,250,000 issued pursuant to the Subordinated Indenture, and any such documents, instruments or agreements issued in exchange therefor pursuant to the Exchange Offer.