Special Proceeds Sample Clauses

Special Proceeds. (a) No later than 30 days following the date of receipt by the Issuer or any of its Restricted Subsidiaries, or the Collateral Agent as loss payee, of any Special Proceeds, the Issuer shall make an offer to all Holders of Securities (a “Special Proceeds Offer”) to repurchase the maximum principal amount of Securities that is at least $2,000 and an integral multiple of $1,000 that may be repurchased out of the Special Proceeds at a repurchase price in cash equal to the redemption price set forth in Paragraph 5 of the Form of Security set forth in Exhibit A that would be applicable to such Securities on the date fixed for such repurchase (the “Special Proceeds Repurchase Date”), plus accrued and unpaid interest, if any, to the Special Proceeds Repurchase Date (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the related Payment Date), plus a fee equal to 1.00% of the principal amount repurchased on the Special Proceeds Repurchase Date, in accordance with the terms contemplated in this Section 4.22; provided, however, that notwithstanding the receipt of Special Proceeds, the Issuer shall not be obligated to repurchase any Securities pursuant to this Section 4.22 in the event that it has exercised (i) its unconditional right to redeem such Securities in accordance with Article 3 or (ii) its legal defeasance option or covenant defeasance option in accordance with Article 8. The Issuer shall commence the Special Proceeds Offer by providing the written notice required pursuant to Section 4.22(e), with a copy provided contemporaneously therewith to the Trustee. To the extent that the aggregate principal amount of Securities tendered pursuant to a Special Proceeds Offer is less than the Special Proceeds, the Issuer (or the applicable Restricted Subsidiary of the Issuer) may use any remaining Special Proceeds for any purpose that is not prohibited by this Indenture. If the aggregate principal amount of Securities tendered pursuant to a Special Proceeds Offer exceeds the Special Proceeds, the selection of the Securities to be repurchased shall be made in the manner described in Section 4.22(d). Upon completion of any such Special Proceeds Offer, the amount of Special Proceeds shall be reset at zero.
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Special Proceeds. The Company shall use any Special Proceeds solely as follows: (A) first, to the extent that such Special Proceeds are not proceeds of a debt financing transaction undertaken by the Company or Jackalope LLC, to make (or be reserved for the making of) Required Jackalope Contributions; and (B) second, (I) to the extent that the Managing Member reasonably determines that no Required Jackalope Contributions will be required to be made at any time during the twelve months immediately following the Company’s receipt of such Special Proceeds, or (II) in the case that such Special Proceeds result from a debt financing transaction undertaken by the Company or Jackalope LLC, then the Managing Member shall cause the Company to redeem Series A-2 Preferred Units, pro rata from the Members in accordance with their respective ownership percentages of the aggregate outstanding Series A-2 Preferred Units, in cash as follows:
Sample 1
Special Proceeds. Sales of equity in ADA are expressly excluded from this section and “Special Proceeds” as defined below. Subject to the foregoing exclusion and in addition to the above Minimum Security LC Amounts set forth in paragraph 1, within two (2) business days of receipt by ADA of any net cash and cash equivalent proceeds from (1) the sale, assignment, transfer, conveyance lease, or other disposal (each, a “Sale Transaction”) of any interest in the Refined Coal Business, (2) any distributions or portion of distributions from the Refined Coal Business resulting from a Sales Transaction of any asset or assets of the Refined Coal Business in one or a series of related transactions for an amount in excess of $500,000 other than in the ordinary course of business (for purposes of this item (2),“ordinary course of business” shall include the sale or lease of equipment in the Refined Coal Business) and (3) any Sales Transaction of any asset or assets (including equity interests in any direct or indirect subsidiary, other than the Refined Coal Business, which is addressed in clause (1) above) in one or a series of related transactions for an amount in excess of $1,000,000 other than in the ordinary course of business, ADA shall apply any and all such net amounts (collectively, the “Special Proceeds”) as follows:
Sample 1
Special Proceeds. The Company shall use any Special Proceeds solely as follows: (x) first, to the extent that such Special Proceeds are not proceeds of a debt financing transaction undertaken by the Company or Jackalope LLC, to make (or be reserved for the making of) Required Jackalope Contributions or Required Non-Jackalope Contributions; and (y) second, (I) to the extent that the Managing Member reasonably determines that no Required Jackalope Contributions or Required Non-Jackalope Contributions will be required to be made at any time during the twelve months immediately following the Company’s receipt of such Special Proceeds, or (II) in the case that such Special Proceeds result from a debt financing transaction undertaken by the Company or Jackalope LLC, then the Managing Member shall (A) to the extent that such Special Proceeds are received by the Company on or following any Waterfall Adjustment Date, distribute such Special Proceeds in accordance with Section 5.01(b)(iv) or (B) to the extent such Special Proceeds are received by the Company prior to any Waterfall Adjustment Date, cause the Company to redeem Series A Preferred Units in cash as follows:
Sample 1
Special Proceeds. The Company shall use any Special Proceeds solely as follows: (A) first, to the extent that such Special Proceeds are not proceeds of a debt financing transaction undertaken by the Company or Jackalope LLC, to make (or be reserved for the making of) Required Jackalope Contributions; and (B) second, (I) to the extent that the Managing Member reasonably determines that no Required Jackalope Contributions will be required to be made at any time during the twelve months immediately following the Company’s receipt of such Special Proceeds, or (II) in the case that such Special Proceeds result from a debt financing transaction undertaken by the Company or Jackalope LLC, then the Managing Member shall cause the Company to redeem Series A-2 Preferred Units, pro rata from the Members in accordance with their respective ownership percentages of the aggregate outstanding Series A-2 Preferred Units, in cash as follows: (i) at any time prior to the fourth anniversary of the Effective Date, pursuant to Section 4.06(b) as if the Crestwood Member had elected to cause the Company to make such redemption solely for cash in connection with a Company Change of Control; (ii) at any time on or after the fourth anniversary of the Effective Date but prior the commencement of the Holdings Member Option Period, pursuant to Section 4.06(c) as if the Crestwood Member had elected to cause the Company to make such redemption solely for cash; or (iii) at any time after the commencement of the Holdings Member Option Period, pursuant to Section 4.06(e)(i) as if the Crestwood Member had elected to cause the Company to make such redemption solely for cash. -41- (d)
Sample 1

Related to Special Proceeds

  • Insurance Proceeds All proceeds of and any unearned premiums on any insurance policies covering the Property, including, without limitation, the right to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Property;

  • Loss Proceeds In the event of a casualty to the Property, unless Lender elects, or is required pursuant to Article III hereof to make all of the Insurance Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Insurance Proceeds to be paid by the insurer directly to the Central Account, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out such Insurance Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that if Lender elects, or is deemed to have elected, to make the Insurance Proceeds available for restoration, all Insurance Proceeds in respect of rent loss, business interruption or similar coverage shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Insurance Proceeds with respect to such rent loss, business interruption or similar insurance policy are paid in a lump sum in advance, Lender shall hold such Insurance Proceeds in a segregated interest-bearing escrow account, which shall be an Eligible Account, shall estimate, in Lender’s reasonable discretion, the number of months required for Borrower to restore the damage caused by the casualty, shall divide the aggregate rent loss, business interruption or similar Insurance Proceeds by such number of months, and shall disburse from such bank account into the Central Account each month during the performance of such restoration such monthly installment of said Insurance Proceeds minus, if the sum which otherwise would be required to be deposited into the Operation and Maintenance Expense Sub-Account if a Default Management Period existed, which sum shall be remitted by Lender to Manager to pay Operating Expenses. In the event that Insurance Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. Unless Lender elects, or is required pursuant to Section 6.01 hereof to make all of the Condemnation Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Condemnation Proceeds to be paid to the Central Account, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out such Condemnation Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that any Condemnation Proceeds received in connection with a temporary Taking shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Condemnation Proceeds of any such temporary Taking are paid in a lump sum in advance, Lender shall hold such Condemnation Proceeds in a segregated interest-bearing bank account, which shall be an Eligible Account, shall estimate, in Lender’s reasonable discretion, the number of months that the Property shall be affected by such temporary Taking, shall divide the aggregate Condemnation Proceeds in connection with such temporary Taking by such number of months, and shall disburse from such bank account into the Central Account each month during the pendency of such temporary Taking such monthly installment of said Condemnation Proceeds. In the event that Condemnation Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. If any Loss Proceeds are received by Borrower, such Loss Proceeds shall be received in trust for Lender, shall be segregated from other funds of Borrower, and shall be forthwith paid into the Central Account, or paid to Lender to hold in a segregated bank account at the Bank, in each case to be applied or disbursed in accordance with the foregoing. Any Loss Proceeds made available to Borrower for restoration in accordance herewith, to the extent not used by Borrower in connection with, or to the extent they exceed the cost of, such restoration, shall be deposited into the Central Account, whereupon Lender shall apply the same to reduce the Debt in accordance with the terms of the Note.

  • Proceeds The Company shall use the proceeds from the issuance and sale of the Securities as set forth in “Use of Proceeds to issuer” in the Offering Circular.

  • 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;

  • 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.

  • Distribution of Collateral 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 Collateral or other assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:

  • Investment of Proceeds Prior to the application of the proceeds of the Transaction Security in accordance with Clause 31.1 (Order of Application) the Security Agent may, at its discretion, hold all or part of those proceeds in an interest bearing suspense or impersonal account(s) in the name of the Security Agent or Agent with any financial institution (including itself) and for so long as the Security Agent thinks fit (the interest being credited to the relevant account) pending the application from time to time of those monies at the Security Agent’s discretion in accordance with the provisions of this Clause 31.2.

  • Collection of Proceeds 3.1 Debtor agrees to collect and enforce payment of all Collateral until Bank shall direct Debtor to the contrary. Immediately upon notice to Debtor by Bank and at all times after that, Debtor agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a lien or security interest which Debtor now or later has regarding Collateral. Immediately upon and after such notice, Debtor agrees to (a) endorse to Bank and immediately deliver to Bank all payments received on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtor's possession or later coming into Debtor's possession through enforcement of Debtor's rights or interests in the Collateral. Debtor irrevocably authorizes Bank or any Bank employee or agent to endorse the name of Debtor upon any checks or other items which are received in payment for any Collateral, and to do any and all things necessary in order to reduce these items to money. Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to the Collateral. Nothing in this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of any Collateral.

  • 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.

  • Disposition of Proceeds The Security Documents contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents further provide in general for the application of such proceeds to the satisfaction of the Obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security Documents, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

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