Trapped Cash Sample Clauses

Trapped Cash. If: (a) moneys are required to be applied in prepayment or repayment of the Facilities under this Clause 12 (Mandatory Prepayments and Cancellation), but in order to be so applied such moneys need to be upstreamed or otherwise transferred from one member of the Group to another member of the Group to effect such prepayment or repayment; and (b) the Company and the relevant members of the Group determine in good faith that such moneys cannot be so upstreamed or transferred without breaching a financial assistance prohibition, causing a director to breach his or her fiduciary duties to a company or without breaching some other legal prohibition, or such upstreaming or transfer is otherwise unlawful or would result in material adverse tax consequences for the Company or such relevant members of the Group, then, there will be no obligation to make such payment or prepayment until such impediment no longer applies, provided that: (i) during such period, (to the extent lawful) the monies will be placed in a Blocked Account; (ii) in the case of any impediment relating to potential material adverse tax consequences, the Company shall procure that the prepayment obligations under this Clause 12 (Mandatory Prepayments and Cancellation), shall be complied with by using the proceeds retained to repay Outstandings owing by the member of the Group which received such proceeds provided that such payment itself does not create a potential material adverse tax consequence; and (iii) the Company and the relevant members of the Group will use all reasonable endeavours to overcome any impediments described in this Clause.
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Trapped Cash. 9.7.1 For the purpose of this provision:
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Trapped Cash. The Sellers acknowledge that the Purchase Price includes an amount attributable to cash held by certain Company Subsidiaries as follows: (i) $1,200,000 held by Westway Terminals Esberg ApS, (ii) $300,000 held by Westway Terminals Hibernian Ltd, and (iii) $833,854 by Westway Terminals Korea Limited (collectively the “Trapped Cash”). Notwithstanding anything to the contrary herein, the Sellers shall ensure that each of foregoing entities continue to hold at least their portion of the Trapped Cash at Closing
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Trapped Cash. Section 9.2(f) of the Agreement is hereby amended by deleting “sixty (60) days” from subsection (ii) thereto and inserting “ninety (90) days” in lieu thereof.
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Trapped Cash. If: (a) monies are required to be applied in prepayment or repayment of the Facility under this Clause 9 (other than Clause 9.1 (Illegality), Clause 9.2 (Change of control or sale of assets) or Clause 9.3(b)(iii) (Asset Sale proceeds, Insurance proceeds and Financing Proceeds)) but in order to be so applied need to be upstreamed or otherwise transferred from one member of the Group to another member of the Group to effect such payment; and (b) such monies cannot be so upstreamed or transferred without a material risk of breaching a financial assistance prohibition or some other legal restriction (including, without limitation, capital maintenance and/or corporate benefit restrictions on upstreaming cash intra-Group and the fiduciary and statutory duties of the directors of any member of the Group) or without the Group incurring a material cost (whether as a result of paying additional Taxes or otherwise), there will be no obligation to make such payment or prepayment, or to place such sums in a Mandatory Prepayment Account, until such impediment no longer applies provided that, at all times the Company will (and will procure the relevant member of the Group will): (i) use reasonable endeavours to avoid or overcome such impediment as soon as possible; and (ii) use other available cash in the Group which is not affected by such impediment to prepay an equivalent amount, to the extent that to do so would not be prejudicial in a material respect to the financial liquidity of the Group or give rise to any of the issues referred to in sub-paragraphs (a) and (b) above. For the purposes of this Clause 9.14 only, “material cost” is defined as 5% or more of the amount of such prepayment at that time and “material risk” means circumstances in which reputable counsel of the Group has advised that such prepayment (or the making of such proceeds available to another member of the Group) will present a material risk of liability for the entity concerned, or its directors or officers.
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Trapped Cash. (a) Notwithstanding any provisions in Clause 11 (Mandatory Prepayment) but subject to paragraphs (b) and (c) below, neither a Borrower nor the Onshore Borrower is required to make a prepayment from Net Proceeds from a Flotation, Excess Cashflow, Acquisition Proceeds, Disposal Proceeds, Insurance Proceeds or Recovery Proceeds: (i) to the extent of any legal prohibitions (including those relating to financial assistance, corporate benefit or restrictions on upstreaming of each) or reasonable likelihood of personal liability of the management or shareholders preventing the recipient of the proceeds from making prepayment or making the funds available to a Group Company that can make such prepayment; or (ii) if the upstreaming of cash for prepayment would result in the incurrence of material costs or expenses (including material tax or other liabilities) or counsel to the Group has advised that such upstreaming would present a material risk of liability for the relevant company concerned or its directors or officers, such cash as which is not required to be prepaid as a result of sub-paragraphs (i) and (ii) above being referred to as “Trapped Cash”. (b) Paragraph (a) above will only apply to the extent that and for so long as that trapped cash impediment applies and, provided that the relevant Borrower shall at all times use all reasonable endeavours to: (i) overcome that trapped cash impediment; and (ii) procure that, if the Trapped Cash has been received by an Onshore Group Company, that Onshore Group Company shall to the extent legally possible ensure that an amount equivalent to the amount of such Trapped Cash is included in the dividend declared and paid to an Offshore Group Company for application in accordance with Clause 11.4 (Application of mandatory prepayments). (c) For the purpose of this Clause 12.10 where the payment relates to a prepayment made in relation to Excess Cashflow, Taxes that are payable on the repatriation of monies from Onshore Group Companies in accordance with (or which are not more onerous than those payable under) any law or regulation that is in force as at the date of this Agreement, and in any case any withholding Taxes on dividends by an Onshore Group Company at a rate of 10 per cent. or less, will not constitute a material cost or expense as referred to in paragraph (a)(ii) above. (d) The Company shall (and shall procure that each Borrower shall) use commercially reasonable endeavours to overcome any such restrictions and/o...
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Trapped Cash. For each Specified Transferred Company for which the Company and its Subsidiaries have been unable to distribute the Excess Cash of such Specified Transferred Company prior to the Initial Closing, either (i) the Company and its Subsidiaries shall have distributed such Excess Cash or (ii) sixty (60) days shall have elapsed since the Initial Closing.
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Trapped Cash. If any cash within the Target Group which, at Completion, is Trapped Cash shall become available for application in prepayment of the Bridge Facility ("Free Cash"), Debtco (if it is the Principal Borrower) and Bidco 2 shall procure that within 5 Business Days of thereafter an amount equal to the Free Cash shall be applied in prepayment of the Bridge Facility.
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Related to Trapped Cash

  • Cash on Hand If it is determined that the cash on hand exceeds actual expenses, work in process, and thirty (30) day projected expenses, less payments not yet received; future payments will be withheld, until cash on hand has been reduced.

  • Closing Availability After giving effect to all Borrowings to be made on the Effective Date, the issuance of any Letters of Credit on the Effective Date and the payment of all fees and expenses due hereunder, and with all of the Loan Parties’ Indebtedness, liabilities, and obligations current, Availability shall not be less than $20,000,000.

  • XXXXX CASH 25 CONTRACTOR is authorized to establish a xxxxx cash fund in an amount not 26 to exceed one thousand dollars ($1,000).

  • Cash and Cash Equivalents As of any date of determination, the sum of (a) the aggregate amount of unrestricted cash then actually held by the Borrower or any of its Subsidiaries, (b) the aggregate amount of unrestricted cash equivalents (valued at fair market value) then held by the Borrower or any of its Subsidiaries and (c) the aggregate amount of cash then actually held by the Borrower or any of its Subsidiaries in the form of tenant security deposits, but only to the extent such tenant security deposits are included as a liability on the Borrower’s Consolidated balance sheet, escrows and reserves. As used in this definition, (i) “unrestricted” means the specified asset is not subject to any Liens in favor of any Person, and (ii) “cash equivalents” means that such asset has a liquid, par value in cash and is convertible to cash on demand. Notwithstanding anything contained herein to the contrary, the term Cash and Cash Equivalents shall not include the Loan. CERCLA. See §7.18.

  • Minimum Cash As determined on the first of every calendar month, the Company shall at all times keep on-hand unencumbered, unrestricted cash in an amount greater than or equal to $1,000,000.

  • Net Cash Flow The term “Net Cash Flow” shall mean all cash and cash equivalents from all sources on hand as of the last day of the measurement period prior to any distributions to the Partners, and after the payment of all then due expenses of operating and managing the Restaurants, and after payment of all debts and liabilities and after any prepayments of any debts and liabilities that the General Partner, in its reasonable and good faith discretion, elects to cause to be made, and after the establishment of any reserves reasonably deemed necessary by the General Partner for (i) the repayment of any due debts or liabilities, including debts owed to the General Partner; (ii) the working capital requirements; (iii) capital improvements and replacement of furniture, fixtures or equipment; and (iv) any contingent or unforeseen liabilities. In determining Net Cash Flow of each Restaurant there shall be deducted the Supervision Fee and the Accounting Fee as provided in Section 4.7, the Advertising Payment and the Insurance Payment as provided in Section 4.8, and the OSRS Charges as provided in Section 4.2.

  • Minimum Consolidated Fixed Charge Coverage Ratio The Consolidated Fixed Charge Coverage Ratio shall not be less than 1.50 to 1.00, determined based on information for the most recent fiscal quarter annualized.

  • Minimum Cash Balance Licensee shall fund the Facility Checking Account --------------------- with an initial amount equal to $25,000.00 and thereafter Licensee shall provide the working capital required by Section I(H) of this Agreement

  • FUNDING AVAILABILITY This Contract is contingent upon the continued availability of funding. If funds become unavailable through the lack of appropriations, legislative or executive budget cuts, amendment of the Appropriations Act, state agency consolidation or any other disruptions of current appropriations, DFPS will reduce or terminate this Contract.

  • Consolidated Fixed Charge Coverage Ratio Permit the Consolidated Fixed Charge Coverage Ratio as of the end of any Measurement Period ending as of the end of any fiscal quarter of the Borrower to be less than 1.25 to 1.00.

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