Adjusted Net Proceeds definition

Adjusted Net Proceeds means the product of 1.5 and the aggregate amount of Net Proceeds (as defined below).

Adjusted Net Proceeds means the Net Proceeds not used to repay monetary Obligations owed to the Purchaser pursuant to clause (c) above.”

Adjusted Net Proceeds has the meaning set forth in Section 5.21.

Examples of Adjusted Net Proceeds in a sentence

• Upon the date on which a prepayment is required under Section 7.04, the Commitment of each Bank shall be permanently reduced in an amount equal to such Bank's Pro Rata Percentage of such Adjusted Net Proceeds.

• Thereafter, Net Income shall be allocated to the Members, pari passu, in the same percentages that Adjusted Net Proceeds as projected for the entire period covered in the most recently updated Annual Plan would be distributed between the Members pursuant to Section 3.2. As used herein, “Adjusted Net Proceeds” means all cash distributed to the Members pursuant to Section 3.2 above, minus any such distributions with regards to the Contribution Account of a Member.

• Illustrative example of the Adjusted Net Proceeds Calculation and corresponding Redemption payment Refer to explanations below table.

• An illustrative example of the Adjusted Net Proceeds calculation is set forth on Appendix A hereto.

• Notwithstanding anything to the contrary in the preceding two sentences, the amount of any prepayment from Net Proceeds or Adjusted Net Proceeds required pursuant to the preceding two sentences shall be reduced (but not to less than zero) by the amount of the Term Loan Repayment Credit in effect at the time such prepayment is made or would be required but for such reduction, as the case may be.

More Definitions of Adjusted Net Proceeds

Adjusted Net Proceeds. Net Proceeds without deduction of amounts applied to repayment of Debt secured by a Permitted Lien.

Adjusted Net Proceeds has the meaning specified in Section 7.04. -----------------------

Adjusted Net Proceeds means (i) 100% of the net proceeds received by the Buyers from any sale, divestiture or disposal of any assets of any Sold Companies, Subsidiaries or Separate Assets pursuant to this Section 5.23(b) (which net proceeds shall be deemed to be the gross proceeds of such sale, divestiture or disposal less any incremental costs incurred by the Buyers (and not reimbursed by the purchaser in such sale, divestiture or disposal) to move, install or modify equipment, or any unreimbursed infrastructure or similar implementation costs in order to effect any action required pursuant to this Section) LESS (ii) an amount equal to the aggregate replacement cost (determined by GE Capital or another firm selected by mutual agreement of IR and Timken) of any fixed assets of the Sold Companies, Subsidiaries or Separate Assets sold, divested or disposed of pursuant to this Section 5.23(b) (such replacement cost to be equal to (i) the installed cost to acquire comparable used assets of comparable age and operating condition, if available, or (ii) if such comparably-aged and operated assets are not available, the installed cost of comparable assets of such newer age as are available); PROVIDED that, without the prior written consent of IR, the Sellers shall not be responsible for paying the replacement cost of assets sold, divested or disposed of pursuant to this Section 5.23(b) to the extent the aggregate original cost basis of such assets exceeds $20,000,000 (and, absent such consent, any such assets in excess of such amount shall not be included in the calculation of Adjusted Net Proceeds).

Adjusted Net Proceeds in respect of any Pro Rata Prepayment Event means an amount equal to the product of (a) 75% of the Net Proceeds (as defined in the Revolving Credit Agreement) of the associated Prepayment Event (as defined in the Revolving Credit Agreement), and (b) a fraction, the numerator of which is aggregate outstanding principal balance of the Notes and the denominator of which is the numerator plus the Aggregate Revolving Credit Exposure (as defined in the Revolving Credit Agreement) calculated as of the date of the Prepayment event giving rise to such Net Proceeds."

Adjusted Net Proceeds means the Gross Proceeds (as defined below), net of the reasonable out-of-pocket expenses incurred by MSC in connection with effecting such Sale Transaction.

Adjusted Net Proceeds in respect of any Pro Rata Prepayment Event means the Net Proceeds (as defined in the Revolving Credit Agreement) of the associated Prepayment Event (as defined in the Revolving Credit Agreement), actually required to be applied to a prepayment of outstanding Borrowings (as defined in the Revolving Credit Agreement) under the Revolving Credit Agreement pursuant to Section 2.10(c) thereof.

Adjusted Net Proceeds. Net Proceeds without deduction of amounts applied to repayment of Debt secured by a Permitted Lien. Affected Financial Institution: (a) any EEA Financial Institution or (b) any UK Financial Institution.