Net Disposition Proceeds Sample Clauses

Net Disposition Proceeds. The Borrowers agree that notwithstanding anything to the contrary contained in the second sentence of the definition of “Net Disposition Proceeds” in the Credit Agreement, Net Disposition Proceeds shall exclude only an aggregate amount equal to $500,000 of proceeds of Permitted Dispositions received on or after July 1, 2001 through and until the termination of the Forbearance Period, provided that the proceeds of (i) any Permitted Disposition resulting in proceeds of less than $50,000 and (ii) the sale of Obsolete Inventory (as defined below), shall also be excluded from Net Disposition Proceeds and shall not be counted toward the $500,000 basket. “Obsolete Inventory” shall mean inventory for which the U.S. Borrower took an inventory reserve for Fiscal Year 2001 or which comprises part of a discontinued product line, other than inventory transferred in connection with a sale of all of the stock, all or substantially all of the assets, or a division or other similar operating or administrative unit of a Borrower or a Subsidiary or Affiliate of a Borrower. As part of the second weekly rolling cash flow forecast for any month, the U.S. Borrower shall deliver to the Agents, with respect to the prior month, a report certified by Xxxxx Xxxxx, of the sales value, standard cost and inventory reserve associated with the Obsolete Inventory sold in such month.
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
Net Disposition Proceeds. No later than the fourth Business Day after the date of receipt by the REIT, Borrower, the Guarantors or any of their Subsidiaries of Net Disposition Proceeds from any Disposition which is not an Ordinary Course Disposition after the Closing Date, Borrower shall prepay the Loans in an aggregate amount equal to 100% of such Net Disposition Proceeds.
Sample 1
Net Disposition Proceeds. Subject to the terms of the Intercreditor Agreement, no later than the fifth Business Day after the date of receipt by Borrowers, the Guarantors or any of their Subsidiaries (x) of Casden Net Disposition Proceeds from any Disposition which is not an Ordinary Course Disposition after the Closing Date, Borrowers shall prepay the Loans and pay accrued and unpaid interest thereon in an aggregate amount equal to, (1) with respect to any such Casden Net Disposition Proceeds received during the period beginning on the Closing Date and ending on the date which is the first anniversary of the Closing Date, 50% of such Casden Net Disposition Proceeds, (2) with respect to any such Casden Net Disposition Proceeds received thereafter, 75% of such Casden Net Disposition Proceeds and (3) with respect to any such Casden Net Disposition Proceeds after the occurrence and during the continuation of an Event of Default, 100% of such Casden Net Disposition Proceeds and (y) upon the occurrence and during the continuation of a Revolver Payment Default, of Net Disposition Proceeds from the Disposition of any asset (other than the Casden Assets), Borrowers shall prepay the Loans and pay accrued and unpaid interest thereon in an aggregate amount equal to 100% of such Net Disposition Proceeds; provided, however, that, such Net Disposition Proceeds received pursuant to clause (y) shall be used first to reduce outstanding obligations under the Revolving Credit Agreement, if any, until any such obligations are reduced to zero, and thereafter such Net Disposition Proceeds shall be used to prepay the Loans.
Sample 1
Net Disposition Proceeds. Subject to the terms of the Intercreditor Agreement, no later than the fourth Business Day after the date of receipt by the REIT, Borrower, the Guarantors or any of their Subsidiaries of Net Disposition Proceeds from any Disposition which is not an Ordinary Course Disposition after the Closing Date, Borrower shall apply an aggregate amount equal to 100% of such Net Disposition Proceeds to prepay the Loans and pay accrued and unpaid interest thereon; provided, however, that Net Disposition Proceeds from the Disposition of any Oxford Asset are not required to be applied to prepay the Loans provided such amounts are used to reduce outstanding obligations under the Bridge Credit Agreement, if any, until any such obligations are reduced to zero, and thereafter such Net Disposition Proceeds shall be used to prepay the Loans.
Sample 1
Net Disposition Proceeds. In the event the Parent or any of its Subsidiaries receives any Net Disposition Proceeds, VHC shall deliver to the Administrative Agent a calculation of the amount of such Net Disposition Proceeds, and, to the extent the aggregate amount of such proceeds received by the Parent and its Subsidiaries in connection with any single transaction or series of related transactions exceeds $2,000,000, the Borrowers shall within 30 days after receipt of such Net Disposition Proceeds, be obligated, jointly and severally, to make a mandatory prepayment of the Loans in an amount equal to 100% of such Net Disposition Proceeds; PROVIDED, HOWEVER, that upon written notice by VHC to the Administrative Agent not less than 30 days following receipt of any Net Disposition Proceeds (other than proceeds in respect of the LD Disposition), an aggregate amount of up to $25,000,000 (as such amount may be increased with the consent of the Required Lenders) of such proceeds over the term of this Agreement may be retained by VHC and its Subsidiaries (and be excluded from the prepayment requirements of this clause) if (x) VHC informs the Administrative Agent in such notice of its good faith intention to apply (or cause one or more of its Subsidiaries to apply) such Net Disposition Proceeds to the acquisition of other assets or properties consistent with the businesses permitted to be conducted pursuant to SECTION 7.2.1 (including by way of merger or Investment), and (y) within 365 days following the receipt of such Net Disposition Proceeds, such proceeds are applied or committed to such acquisition. The amount of such Net Disposition Proceeds unused or uncommitted after such 365-day period shall be applied to the Loans as set forth in SECTION 3.1.
Sample 1
Net Disposition Proceeds. In the event the Parent or any of its Subsidiaries receives any Net Disposition Proceeds, the Borrower shall deliver to the Administrative Agent a calculation of the amount of such Net Disposition Proceeds, and, to the extent the aggregate amount of such proceeds received by the Parent and its Subsidiaries in any period of twelve consecutive calendar months since the Closing Date exceeds $1,000,000, the Borrower shall make a mandatory prepayment of the Loans in an amount equal to 100% of such Net Disposition Proceeds; provided, however, that, upon written notice by the Parent to the Administrative Agent not less than 30 Business Days following receipt of any Net Disposition Proceeds, an aggregate amount of up to $15,000,000 (as such amount may be increased with the consent of the Required Lenders) of such proceeds in any Fiscal Year may be retained by the Parent and its Subsidiaries (and be excluded from the prepayment requirements of this clause) if (x) the Parent informs the Administrative Agent in such notice of its good faith intention to apply (or cause one or more of its Subsidiaries to apply) such Net Disposition Proceeds to the acquisition of other assets or properties in the U.S. consistent with the businesses permitted to be conducted pursuant to Section 7.2.1 (including by way of merger or Investment), and (y) within 180 days following the receipt of such Net Disposition Proceeds, such proceeds are applied or committed to such acquisition. The amount of such Net Disposition Proceeds unused or uncommitted after such 180 day period shall be applied to the Loans as set forth in Section 3.1.
Sample 1
Net Disposition Proceeds. See §5.5(e). Net Income (or Loss). With respect to any Person (or any asset of any Person) with respect to any period, the net income (or loss) of such Person (or attributable to such asset), determined in accordance with GAAP. Net Offering Proceeds. The total gross cash proceeds received by REIT or any of its Subsidiaries as a result of an Equity Offering or as a result of receipt of any contribution of capital less the customary and reasonable costs, expenses and discounts paid by REIT or such Subsidiary in connection therewith. Net Operating Income. For any Real Estate and for a given period, an amount equal to the sum of (a) the gross revenues from such Real Estate for such Real Estate for such period received in the ordinary course of business from tenants (excluding (i) pre-paid rents and revenues and security deposits except to the extent applied in satisfaction of tenants’ obligations for rent and (ii) all rents common area reimbursements and other income for such Real Estate received from tenants in default of obligations under their Lease or with respect to Leases as to which the tenant or any guarantor thereunder is subject to any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution, liquidation or similar debtor relief proceeding), minus (b) all expenses paid or accrued and related to the ownership, operation or maintenance of such Real Estate for such period, including, but not limited to, taxes, assessments and the like, insurance, utilities, payroll costs, maintenance, repair and landscaping expenses, marketing expenses, and general and administrative expenses (including an appropriate allocation for legal, accounting, advertising, marketing and other expenses incurred in connection with such Real Estate, but specifically excluding general overhead expenses of REIT and its Subsidiaries, any property management fees, debt service charges, income taxes, depreciation, amortization, other non-cash expenses, and any extraordinary, non-recurring expense associated with any financing, merger, acquisition, divestiture or other capital transaction) in each case, in connection with such Real Estate), minus (c) actual property management expenses of such Real Estate. Non-Consenting Lender. See §18.8.
Sample 1
AutoNDA by SimpleDocs
Net Disposition Proceeds. Subject to the terms of the Intercreditor Agreement, no later than the fifth Business Day after the date of receipt by the REIT, Borrower, the Guarantors or any of their Subsidiaries of Net Disposition Proceeds from any Disposition which is not an Ordinary Course Disposition after the Closing Date, Borrower shall prepay the Loans in an aggregate amount equal to 100% of such Net Disposition Proceeds. (1) Treatment of Net Disposition Proceeds Through December 31, 2000. Notwithstanding anything which may be construed to the contrary in this Section 2.03(c)(ii), if no Event of Default has occurred or is then existing under the Loans, then for the period from the day after the Closing Date through and including December 31, 2000, no amortization payment shall be required under this Section 2.03(c)(ii) with respect to Net Disposition Proceeds in an aggregate amount equal to the lesser of (a) $100,000,000 or (b) the aggregate amount of Net Disposition Proceeds received by the REIT, Borrower or the Guarantors or any of their subsidiaries from July 31, 2000 through and including December 31, 2000. (2) Treatment of Net Disposition Proceeds Through June 30, 2001. Notwithstanding anything which may be construed to the contrary in this Section 2.03(c)(ii), if no Event of Default has occurred or is then existing under the Loans, then for the period from the date, if any, on which the aggregate outstanding principal amount of the Loans plus the undrawn amount of the Combined Commitments permitted to be drawn hereunder are equal to or less than $205,000,000 through and including June 30, 2001, amortization required under this Section 2.03(c)(ii), shall only be an amount equal to 75% of Net Disposition Proceeds generated by Dispositions, 43 44
Sample 1
Net Disposition Proceeds. Subject to the terms of the Intercreditor Agreement, no later than the fourth Business Day after the date of receipt by the Borrowers, the Guarantors or any of their Subsidiaries of Net Disposition Proceeds from any Disposition which is not an Ordinary Course Disposition after the Amendment Effective Date, Borrowers shall prepay the Loans and pay accrued and unpaid interest thereon in an aggregate amount equal to 100% of such Net Disposition Proceeds.
Sample 1

Related to Net Disposition Proceeds

  • Asset Disposition If the Borrower or any of its Subsidiaries (other than a Financing Subsidiary) Disposes of any property which results in the receipt by such Person of Net Cash Proceeds in excess of $2,000,000 in the aggregate since the applicable Commitment Termination Date, the Borrower shall prepay an aggregate principal amount of such Loans owed to such Lender or Lenders equal to 100% of such Net Cash Proceeds no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in Section 2.09(b)).

  • Asset Dispositions Make any Asset Disposition, except: (a) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower or any of its Restricted Subsidiaries; (i) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Borrower and its Subsidiaries, (ii) exclusive licenses and sublicenses of intellectual property rights and other Asset Dispositions with respect to intellectual property granted or made in the ordinary course of business consistent with past practice or (iii) exclusive licenses and sublicenses, assignments of intellectual property rights and other Asset Dispositions with respect to intellectual property granted or made in the exercise of the Borrower’s reasonable business judgment, where such exclusive license, assignment or other Asset Disposition is not reasonably expected to have a Material Adverse Effect; (c) leases, subleases, licenses or sublicenses of real or personal property granted by the Borrower or any of its Restricted Subsidiaries to others in the ordinary course of business not interfering in any material respect with the business of the Borrower or any of its Restricted Subsidiaries; (d) Asset Dispositions in connection with Insurance and Condemnation Events; provided that the requirements of Section 4.4(b) are complied with in connection therewith; (e) Assets Dispositions in connection with transactions expressly permitted by Section 9.4; (f) Asset Dispositions not otherwise permitted pursuant to this Section; provided that (i) at the time of such Asset Disposition, no Event of Default shall exist or would result from such Asset Disposition and (ii) such Asset Disposition is made for Fair Market Value and the consideration received shall not be less than 75% in cash or Cash Equivalents; and (g) Asset Dispositions of accounts receivable transferred as part of a Permitted A/R Financing.

  • Asset Dispositions, etc The Borrower will not, and will not permit any of its Subsidiaries to, sell, transfer, contribute or otherwise convey, or grant options, warrants or other rights with respect to, all or substantially all of the assets of (a) the Borrower or (b) the Subsidiaries of the Borrower, taken as a whole, except sales of assets between or among the Borrower and Subsidiaries of the Borrower.

  • Condemnation Proceeds all Condemnation Proceeds other than proceeds to be applied to the restoration or repair of the property subject to the related Mortgage or released to the related Mortgagor in accordance with the Servicing Standard, which proceeds shall be deposited by the Master Servicer into an Escrow Account and not deposited in the Collection 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.

  • Proceeds of Dispositions; Expenses The Debtor shall pay to the Secured Party on demand any and all expenses, including reasonable attorneys' fees and disbursements, incurred or paid by the Secured Party in protecting, preserving or enforcing the Secured Party's rights and remedies under or in respect of any of the Obligations or any of the Collateral. After deducting all of said expenses, the residue of any proceeds of collection or sale or other disposition of the Collateral shall, to the extent actually received in cash, be applied to the payment of the Obligations in such order or preference as the Secured Party may determine, proper allowance and provision being made for any Obligations not then due. Upon the final payment and satisfaction in full of all of the Obligations and after making any payments required by Sections 9-608(a)(1)(C) or 9-615(a)(3) of the Uniform Commercial Code of the State, any excess shall be returned to the Debtor. In the absence of final payment and satisfaction in full of all of the Obligations, the Debtor shall remain liable for any deficiency.

  • Dispositions and Involuntary Dispositions Subject to Section 2.06(b)(ii)(D) and the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or Replacement Amendment, the Borrower will prepay the Term Loans (if any) on the fifth Business Day following receipt of Net Cash Proceeds in an amount equal to 100% of the Net Cash Proceeds received from any Disposition pursuant Section 8.05(b) or any Involuntary Disposition by the Borrower or any Restricted Subsidiary; provided that if (x) the Borrower delivers, no later than the last day of such five Business Day period following receipt, a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower or any Restricted Subsidiary and (y) no Default or Event of Default shall have occurred and be continuing at the time of such certificate or at the proposed time of the application of such proceeds, and such proceeds shall not be required to be applied to prepay the Term Loans except to the extent such proceeds are not so reinvested within (A) twelve (12) months following receipt of such Net Cash Proceeds or (B) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereof, the later of (I) twelve (12) months following receipt thereof and (II) one hundred eighty (180) days after the end of such 12-month period.

  • Asset Sales The Parent Borrower will not, and will not permit any of the Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Parent Borrower permit any of the Subsidiaries to issue any additional Equity Interest in such Subsidiary, except: (a) sales of inventory, used or surplus equipment and Permitted Investments in the ordinary course of business; (b) sales, transfers and dispositions to the Parent Borrower or a Subsidiary, provided that any such sales, transfers or dispositions involving a Subsidiary that is not a Subsidiary Loan Party shall be made in compliance with Section 6.09; (c) sale and leaseback transactions permitted by Section 6.06; (d) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary) that are not permitted by any other clause of this Section, provided that the aggregate fair market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (c) shall not exceed $25,000,000 during any fiscal year of the Parent Borrower or $50,000,000 in the aggregate during the term of this Agreement; (e) licenses and sublicenses of intellectual property rights, granted in the ordinary course of business and not interfering individually or in the aggregate in any material respect with the conduct of the business of the Parent Borrower and the Subsidiaries; and (f) trade-ins, trade-ups and other similar exchanges of equipment of the Parent Borrower and the Subsidiaries for other equipment to be used in the business of the Parent Borrower and the Subsidiaries made in the ordinary course of business; provided that all sales, transfers, leases and other dispositions permitted hereby (other than those permitted by clause (b) above) shall be made for fair value and (other than those permitted by clause (b) or (f) above) for consideration at least 85% of which is cash.

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!