Asset Disposition Proceeds means the proceeds of any disposition (including all cash and cash equivalents received as payments of the purchase price for such disposition, including, without limitation, any cash or cash equivalents received in respect of deferred payment, or monetization of a note receivable, received as consideration for such disposition) pursuant to clause (a) or (g) of the definition of “Permitted Asset Disposition” or any other disposition not permitted under the terms of the Indenture, net of (i.e., reduced by) the following amounts: (A) the principal amount of any Indebtedness that is secured by the applicable property and that is required to be repaid in connection with such disposition (other than Indebtedness under the Notes) to the extent such principal amount is actually repaid, (B) the reasonable and customary out-of-pocket expenses incurred by the Securitization Entities in connection with such disposition, as certified by the Manager, (C) income taxes reasonably estimated to be actually payable within two (2) years of such disposition as a result of any gain recognized in connection therewith and (D) any reserve for adjustment in respect of (1) the sale price of such property established in accordance with GAAP and (2) any liabilities associated with such property and retained by a Securitization Entity after such disposition thereof, including, without limitation, liabilities related to environmental matters or against any indemnification obligations associated with such transaction, it being understood that upon the reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any such reserve, “Asset Disposition Proceeds” shall include the amount of such reserve. For the avoidance of doubt, the proceeds of any Permitted Asset Disposition pursuant to any of the remaining clauses of the definition thereof (net of the amounts described in clauses (A) through (C) of the preceding sentence and, in the case of Post-Issuance Acquired Assets only, further net of (without duplication of any amounts in such clauses (A) through (D)) the original cost of acquisition of such asset, including reasonable and customary related expenses) shall not constitute Asset Disposition Proceeds and instead will be treated as Collections with respect to the Quarterly Fiscal Period in which such amounts are received. For the avoidance of doubt, proceeds resulting from the purchase and sale of operating locations or potential operating loc...
Asset Disposition Proceeds has the meaning specified in Section 8.4(a) of the Indenture.
Asset Disposition Proceeds means, with respect to any disposition of property by a Securitization Entity, other than dispositions resulting in Asset Disposition Collections, the excess, if any, of (i) the sum of cash and cash equivalents received in connection with such disposition (including any cash or cash equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the applicable property and that is required to be repaid in connection with such disposition (other than Indebtedness under the Notes) to the extent such principal amount is actually repaid, (B) the reasonable and customary out-of-pocket expenses incurred by the Securitization Entities in connection with such disposition and (C) income Taxes reasonably estimated to be actually payable within two (2) years of such disposition as a result of any gain recognized in connection therewith.
Examples of Asset Disposition Proceeds in a sentence
The Issuer may satisfy the foregoing obligation with respect to such Net Available Cash from an Asset Disposition by making an Asset Disposition Offer prior to the expiration of the Asset Disposition Proceeds Application Period (the “Advance Offer”) with respect to all or a part of the Net Available Cash (the “Advance Portion”) in advance of being required to do so by this Section 3.5.
The Asset Disposition Proceeds Account is owned by the Master Issuer.
At the election of the Manager (on behalf of the applicable Securitization Entity) and so long as no Rapid Amortization Event shall have occurred and be continuing, the Manager (on behalf of the Securitization Entities) may reinvest such Asset Disposition Proceeds in Eligible Assets within the applicable Asset Disposition Reinvestment Period.
In the event that such Securitization Entity has elected not to reinvest such Asset Disposition Proceeds, such Asset Disposition Proceeds shall be deposited to the Collection Account promptly following such decision and applied in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation Date.
For the avoidance of doubt, any amounts deposited in the Asset Proceeds Disposition Account pursuant to the immediately preceding clause (B) shall constitute Asset Disposition Proceeds.
More Definitions of Asset Disposition Proceeds
Asset Disposition Proceeds means, as of any date of determination, the aggregate cash proceeds (net of (i) reasonable fees and out-of-pocket expenses payable in connection therewith, (ii) taxes paid or reasonably estimated to be payable as a result thereof, (iii) the amount of any reserves established to fund contingent expenses and liabilities reasonably estimated to be payable, and (iv) the amount of all payments of Indebtedness required to be made as a result of Asset Dispositions (other than repayments of the Notes and Indebtedness that is subordinated to the Notes)) received by the Consolidated Entities after the Purchase Date in connection with Asset Dispositions, including any cash proceeds received by any Consolidated Entity in connection with any Deferred Acquisition Consideration.
Asset Disposition Proceeds means, without duplication, any and all consideration of any kind that is paid to Parent, or is received by, Parent or any of its Affiliates during the CVR Term in respect of an Asset Disposition, if any. The value of any securities (whether debt or equity) or other non-cash property constituting Asset Disposition Proceeds shall be determined as follows: (A) the value of securities for which there is an established public market shall be equal to the volume weighted average of their closing market prices for the five (5) trading days ending the day prior to the date of payment to, or receipt by, Parent or its relevant Affiliate, and (B) the value of securities that have no established public market and the value of consideration that consists of other non-cash property, shall be the fair market value thereof as of the date of payment to, or receipt by, Parent or its relevant Affiliate. Asset Disposition Proceeds shall be deemed to not include proceeds arising out of a Parent Change of Control.
Asset Disposition Proceeds means, with respect to any Asset Disposition during any period, an amount equal to any payments, in cash, securities or otherwise (including any payments received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise) received by or paid on account or for the benefit of the Corporation or any of its Consolidated Entities from such Asset Disposition.
Asset Disposition Proceeds means the gross proceeds received from any Asset Disposition.
Asset Disposition Proceeds means, the proceeds of any disposition (including all cash and cash equivalents received as payments of the purchase price for such disposition, including, without limitation, any cash or cash equivalents received in respect of deferred payment, or monetization of a note receivable, received as consideration for such disposition) pursuant to clause (e) or (h)(ii) of the definition of “Permitted Asset Disposition”.
Asset Disposition Proceeds means (a) any Real Estate Asset Disposition Proceeds or (b) the gross proceeds received from any Asset Disposition (other than a Real Estate Asset Disposition).
Asset Disposition Proceeds means the aggregate amount of Net Proceeds received by on or behalf of the Company or any other Company Party from Asset Sales (including Asset Sales in respect of Core Assets and non-Core Assets).