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 plus, with respect to any non-cash proceeds (other than future rights to receive cash) of an Asset Sale, the fair market value of such non cash proceeds as reasonably determined by the Majority Lenders in accordance with GAAP, in each case, net of any bona fide costs incurred and taxes paid in connection with such Asset Sale.
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.
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.
More Definitions of Asset Sale Net Proceeds
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, 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.”
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).
Asset Sale Net Proceeds means the aggregate amount of the cash proceeds received from any Asset Sale, net of any bona fide costs and expenses 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, in their reasonable discretion in accordance with GAAP. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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 gross proceeds attributable to the sale of any assets (other than the sale of assets in the ordinary course of business) owned by Borrower 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 Agent and Lenders, (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.
Asset Sale Net Proceeds means the aggregate amount of the cash proceeds received from any Asset Sale or Involuntary Disposition, net of (a) any bona fide costs and expenses incurred in connection with such Asset Sale or Involuntary Disposition, as applicable, (b) income, franchise, sales and other applicable taxes paid or required to be paid (as reasonably estimated in good faith by the Company) as a result of such Asset Sale or Involuntary Disposition, as applicable, in respect of the taxable year such Asset Sale or Involuntary Disposition, as applicable, is consummated, the computation of which shall, in each case take into account the actual 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) the amount of any reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities related to any of the assets sold (provided, that, to the extent and at the time any such amounts are released from reserve, such amounts shall constitute Asset Sale Net Proceeds) and (d) amounts required to be applied to the prepayment of the obligations under the Senior Loan Agreement.
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 determined as of the time of the Asset Sale in accordance with GAAP, in each case, net of any bona fide costs incurred in connection with such Asset Sale (which, for the avoidance of doubt, includes the repayment of any Indebtedness secured solely by assets subject to an Asset Sale). CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.