Asset Sale Net Proceeds means the aggregate amount of the cash proceeds received from any Asset Sale, net of any bona fide costs incurred in connection with such Asset Sale, plus, with respect to any non-cash proceeds of an Asset Sale, the fair market value of such non cash proceeds as determined by the Majority Lenders, acting reasonably.
Asset Sale Net Proceeds means the aggregate amount of the cash proceeds received from any Asset Sale, net of any bona fide fees, costs, expenses and amounts incurred or payable in connection with such Asset Sale (including, without limitation, any Indebtedness (other than the Obligations) that is required to be discharged in connection with such Asset Sale, reasonable out-of-pocket costs and expenses incurred in connection with such Asset Sale and taxes reasonably estimated to be payable within two years of the date of the consummation of such Asset Sale), plus, the monetized amount of any non-cash proceeds of an Asset Sale but only as and when so received.
Asset Sale Net Proceeds means 100% of all of the Net Cash Proceeds from any sale, Event of Loss, license, lease or other disposition or transfer of any assets (including without limitation any Sale and Leaseback Transaction and any sale permitted under Section 10.5(b), but excluding the Excluded Sales described below) in excess of $25,000,000 in aggregate amount after the Second Amendment Effective Date (the “Retained Proceeds Amount”), provided that no more than $10,000,000 of the Net Cash Proceeds from the Additional Sale Leaseback Transactions may count toward the Retained Proceeds Amount and be excluded from the 100% mandatory prepayment required under this Section 9.12, each payable and effective upon receipt of such Net Cash Proceeds. As used herein, “Excluded Sales” means (i) the sale of inventory in the ordinary course of business, (ii) the sale of obsolete or worn-out property in the ordinary course of business not to exceed $1,000,000 in the aggregate after the Second Amendment Effective Date, (iii) sales of notes receivable or accounts receivable to the extent permitted under Section 10.23; (iv) revenues from licenses in existence on the Second Amendment Effective Date, including all renewals, extensions and modifications thereof and substitutions therefor, (v) the sale or other transfer of any assets solely among the Company and the Subsidiaries which is permitted by the terms of this Agreement, or (vi) if the Company shall deliver to the holders a certificate of a Responsible Officer to the effect that the Company or its applicable Subsidiary receiving the Net Cash Proceeds from an Event of Loss intends to apply the Net Cash Proceeds from such event (or a portion thereof specified in such certificate), within 180 days after receipt of such Net Cash Proceeds, to acquire (or replace or rebuild) real property or equipment to be used in the business of the Company or its Subsidiaries, and certifying that no Default or Event of Default has occurred and is continuing, then such Net Cash Proceeds specified in such certificate shall be excluded from the determination required under the first sentence of this Section 9.12, provided that to the extent of any such Net Cash Proceeds therefrom that have not been so applied by the end of such 180 day period, such Net Cash Proceeds will not be so excluded, and will be included in the calculation contained in the first sentence of this Section 9.12 in determining whether a prepayment shall then be required.
Examples of Asset Sale Net Proceeds in a sentence
In the event of any contemplated Asset Sale or series of Asset Sales (other than any Asset Sale permitted under Section 9.09 (except Section 9.09(k)) or a transaction constituting a Change of Control) yielding Asset Sale Net Proceeds in excess of $1,000,000, Borrower shall provide 30 days’ prior written notice of such Asset Sale to the Lenders, in which notice Borrower may inform the Lenders that Borrower intends to reinvest such Asset Sale Net Proceeds into Borrower’s business.
If any portion of such Asset Sale Net Proceeds has not been so reinvested as provided above 120 days after receipt of such proceeds, the Borrower shall prepay the Loans in an amount equal to the unused amount of the Asset Sale Net Proceeds of such Asset Sale, plus any accrued but unpaid interest and any fees then due and owing, credited in the order set forth in Sections 3.03(b)(i)(A)-(E) above.
Pending the final application of any Asset Sale Net Proceeds, the Borrower (or the applicable Restricted Subsidiary) may temporarily reduce revolving credit borrowings or otherwise invest the Asset Sale Net Proceeds in any manner that is not prohibited by the Indenture or this Loan Agreement.
More Definitions of Asset Sale Net Proceeds
Asset Sale Net Proceeds means the aggregate amount of the cash proceeds received from any Asset Sale, including any cash received upon the sale or other disposition of non-cash proceeds received from any Asset Sale, net of any bona fide fees, costs and reasonable out-of- pocket expenses incurred in connection with such Asset Sale, including without limitation any legal, accounting and investment banking fees, brokerage and sales commissions, taxes paid or payable in respect thereof, amounts required to be repaid on account of any Indebtedness or other obligations (other than the Obligations) required to be repaid as a result of such Asset Sale, and amounts required to be reserved in accordance with GAAP against liabilities associated with the assets disposed of in such Asset Sale, plus, with respect to any non-cash proceeds of an Asset Sale, the fair market value of such non cash proceeds as determined by the Majority Lenders, acting reasonably.
Asset Sale Net Proceeds means the aggregate amount of the cash proceeds received from any Asset Sale, net of any bona fide costs incurred in connection with such Asset Sale, plus, with respect to any non-cash proceeds of an Asset Sale, the fair market value of such non cash proceeds as determined by the Majority Lenders, acting reasonably, net of (x) direct costs incurred in connection therewith (including, without limitation, legal, accounting and investment banking fees and sales commissions), (y) taxes paid or payable as a result thereof and (z) the amount necessary to retire any Indebtedness secured by a Permitted Lien permitted under Section 9.02(c) or Section 9.02(h) (to the extent the borrowing base of the Permitted Priority Debt is reduced) (ranking senior to any Lien of the Administrative Agent or to the extent secured solely by assets subject to such Asset Sale) on the related property.
Asset Sale Net Proceeds means the aggregate amount of the cash proceeds received from any Asset Sale, net of (a) any bona fide costs, fees, expenses and amounts incurred or payable in connection with such Asset Sale (including, without limitation, legal, accounting, investment banking fees and sales commissions), (b) income, franchise, sales and other applicable taxes paid or required to be paid (as reasonably estimated in good faith by Borrower) in connection with such Asset Sale within the next twenty-four (24) months following consummation of such Asset Sale, the computation of which shall, in each case take into account the reduction in tax liability resulting from any available operating losses, net operating loss carryovers, tax credits, tax carry forwards or similar tax attributes, or deductions and any tax sharing arrangements, (c) amounts required to be applied to repay principal, interest and prepayment premiums and penalties on Indebtedness secured by a Permitted Priority Lien on the asset which is the subject of such Asset Sale and (d) reserves for purchase price adjustments and retained liabilities reasonably expected to be payable by the Obligors in connection therewith established in accordance with GAAP (provided that upon the final determination of the amount paid in respect of such purchase price adjustments and retained liabilities, the actual amount of purchase price adjustments and retained liabilities paid is less than such reserves, the difference shall, at such time, constitute Asset Sale Net Proceeds); it being understood that “Asset Sale Net Proceeds” shall include, without limitation, any cash or Permitted Cash Equivalent Investment received (i) upon the sale or other disposition of any non-cash consideration received by any Obligor or any Subsidiary in any Asset Sale and (ii) upon the reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any reserve described in clause (d) above or, if such liabilities have not been satisfied in cash and such reserve not reversed within 365 days after such Asset Sale, the amount of such reserve.
Asset Sale Net Proceeds means the gross proceeds attributable to the sale of any assets (other than the sale of assets in the ordinary course of business) owned by the Company or any Guarantor minus (i) the expenses associated with such sale including, without limitation, investment banking, legal, accounting and any other broker fees associated with the sale of such asset, (ii) the satisfaction of any encumbrances secured by a lien senior to that of the Noteholders, (iii) the satisfaction of any other contractual or legal liability required to be satisfied as a result of such sale, and (iv) a reserve for estimated taxes due associated with the sale of such asset. ‘ATAB’ means Avure Technologies AB, a limited liability company organized under the laws of Sweden, and an indirect subsidiary of the Company.
Asset Sale Net Proceeds means the aggregate amount of the cash proceeds received from any Asset Sale, plus, with respect to any non-cash proceeds of an Asset Sale, the fair market value of such non cash proceeds as reasonably determined by Borrower’s Board of Directors in accordance with GAAP, in each case, net of any bona fide costs incurred in connection with such Asset Sale.
Asset Sale Net Proceeds means the aggregate amount of the cash proceeds received from any Asset Sale plus, with respect to any non-cash proceeds of an Asset Sale, the fair market value of such non-cash proceeds as determined by Borrower, acting reasonably, net of (a) any bona fide fees, costs and reasonable out-of-pocket expenses incurred in connection with such Asset Sale, (b) income, franchise, sales and other applicable taxes paid or required to be paid (as reasonably estimated in good faith by Borrower) in connection with such Asset Sale in respect of the taxable year such Asset Sale is consummated, the computation of which shall, in each case take into account the reduction in tax liability resulting from any available operating losses, net operating loss carryovers, tax credits, tax carry forwards or similar tax attributes, or deductions and any tax sharing arrangements, (c) amounts required to be applied to repay principal, interest and prepayment premiums and penalties on Indebtedness (other than the Obligations) secured by a Permitted Priority Lien on the asset which is the subject of such Asset Sale and (d) amounts required to be reserved in accordance with GAAP against liabilities associated with assets disposed of in such Asset Sale.
Asset Sale Net Proceeds means the aggregate amount of the cash proceeds received from any Asset Sale (other than the proceeds of business interruption insurance), net of (a) any bona fide costs incurred in connection with such Asset Sale, (b) income, franchise, sales and other applicable taxes paid or required to be paid (as reasonably estimated in good faith by Borrower) in connection with such Asset Sale within the next twelve (12) months following such Asset Sale, the computation of which shall, in each case take into account the reduction in tax liability resulting from any available operating losses, net operating loss carryovers, tax credits, tax carry forwards or similar tax attributes, or deductions and any tax sharing arrangements, (c) amounts required to be applied to repay principal, interest and prepayment premiums and penalties on Indebtedness (other than the Obligations) secured by a Permitted Lien on the asset which is the subject of such Asset Sale, (d) any portion of such proceeds deposited in an escrow account pursuant to the documentation relating to such Asset Sale (provided that such amounts shall be treated as Asset Sale Net Proceeds upon their release from such escrow account to and receipt by the applicable Obligor) and (e) reserves for purchase price adjustments and retained liabilities reasonably expected to be payable by the Obligors in connection therewith established in accordance with GAAP (provided that upon the final determination of the amount paid in respect of such purchase price adjustments and retained liabilities, the actual amount of purchase price adjustments and retained liabilities paid is less than such reserves, the difference shall, at such time, constitute Asset Sale Net Proceeds).