Net Proceeds Calculation Sample Clauses

Net Proceeds Calculation. Notwithstanding the other provisions of this Section 2.10, any prepayment of the Loans required pursuant to Sections 2.10(a), (b), (c) or (d) shall be net of any accrued interest and fees then payable pursuant to the Credit Documents and any amounts payable pursuant to Section 2.14(c), in each case as a result thereof.
Sample 1
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Net Proceeds Calculation. Within twenty (20) days following the consummation of each Asset Sale Transaction, a representative of the Company will deliver to Preferred Representative, the Company’s calculation of the Net Proceeds resulting from such Asset Sale Transaction, together with a certificate signed by the Chief Financial Officer of the Company certifying that such calculation was made in good faith and in accordance with the Certificate of Designation and this letter agreement (the “Company Calculation”). The Company Calculation shall set forth in reasonable detail the various fees, costs, expenses and other items deducted from the consideration received by the Company or its Affiliates in the Asset Sale Transaction, together with reasonable supporting documentation. Preferred Representative shall have twenty (20) days (the “Review Period”) to review the related documentation provided by the Company. During the Review Period, the Company and its Affiliates will provide Preferred Representative with reasonable access, upon reasonable advance notice and without undue interruption to the Company’s and its Affiliates’ business and operations, to (a) the books and records of the Company and any other documents that Preferred Representative may reasonably request solely to verify the accuracy of the Company Calculation and (b) the personnel of the Company who prepared the Company Calculation. Preferred Representative may dispute the Company Calculation by notifying the Company of such disagreement in writing (the “Notice of Disagreement”), setting forth in reasonable detail each disputed item or amount and the basis for Preferred Representative’s disagreement. To the extent not set forth in a Notice of Disagreement, Preferred Representative shall be deemed to have agreed with the Company’s calculation of all other items and amounts contained in the Company Calculation. In the event that Preferred Representative does not provide a Notice of Disagreement prior to the end of the Review Period, Preferred Representative shall be deemed to have accepted the Company Calculation, and the Company shall pay the Asset Sale Dividend in accordance with Section 3 of the Certificate of Designation. If Preferred Representative provides a Notice of Disagreement prior to the end of the Review Period, the Company and Preferred Representative shall, for a period of twenty (20) days (or such longer period as they may agree in writing), use their commercially reasonable efforts and negotiate in good f...
Sample 1

Related to Net Proceeds Calculation

  • Yield Calculation The Bank will compute the performance results of the Fund (the "Yield Calculation") in accordance with the provisions of Release No. 33-6753 and Release No. IC-16245 (February 2, 1988) (the "Releases") promulgated by the Securities and Exchange Commission, and any subsequent amendments to, published interpretations of or general conventions accepted by the staff of the Securities and Exchange Commission with respect to such releases or the subject matter thereof ("Subsequent Staff Positions"), subject to the terms set forth below:

  • CALCULATION OF NET ASSET VALUE U.S. Trust will calculate the Fund's daily net asset value and the daily per-share net asset value in accordance with the Fund's effective Registration Statement on Form N-2 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), including its current prospectus. If so directed, U.S. Trust shall also calculate daily the net income of the Fund

  • Subsequent Recalculation In the event the Internal Revenue Service adjusts the computation of the Company under Section 5.2 herein so that the Executive did not receive the greatest net benefit, the Company shall reimburse the Executive for the full amount necessary to make the Executive whole, plus a market rate of interest, as determined by the Committee, within 30 days after such adjustment.

  • Calculation Each of the foregoing ratios and financial requirements shall be calculated as of the last day of each Fiscal Quarter.

  • Pro Forma Calculations Notwithstanding anything to the contrary herein (subject to Section 1.02(j)), the First Lien Net Leverage Ratio, the Total Net Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:

  • Determination Date Calculations; Application of Available Funds (a) On each Determination Date, the Servicer shall calculate the following amounts:

  • Determination of Net Asset Value The Trustees shall cause the Net Asset Value of Shares of each Series or Class to be determined from time to time in a manner consistent with applicable laws and regulations. The Trustees may delegate the power and duty to determine Net Asset Value per Share to one or more Trustees or officers of the Trust or to a custodian, depository or other agent appointed for such purpose. The Net Asset Value of Shares shall be determined separately for each Series or Class at such times as may be prescribed by the Trustees or, in the absence of action by the Trustees, as of the close of regular trading on the New York Stock Exchange on each day for all or part of which such Exchange is open for unrestricted trading.

  • Calculation of CP Costs On the third Business Day immediately preceding each Settlement Date, each Conduit shall calculate the aggregate amount of its Conduit Costs for the related Settlement Period and shall notify Seller of such aggregate amount.

  • Net Asset Value Distributions Redemptions Transfers Section 1. DETERMINATION OF NET ASSET VALUE, NET INCOME AND DISTRIBUTIONS.

  • Application of Net Proceeds The Company shall apply the net proceeds from the Offering received by it in a manner consistent with the application thereof described under the caption “Use of Proceeds” in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

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