Assignment Proceeds shall have the meaning set forth in Section 12.8 hereof.
Assignment Proceeds means all consideration payable to Tenant, directly or indirectly, by any assignee, or any other amount received by Tenant from or in connection with any assignment (including, but not limited to, sums paid for the sale or rental, or consideration received on account of any contribution, of Tenant's Property) after deducting therefrom: (i) in the event of a sale (or contribution) of Tenant's Property, the then unamortized or undepreciated cost thereof determined on the basis of Tenant's federal income tax returns, (ii) the reasonable out-of-pocket costs and expenses of Tenant in making such assignment, such as brokers' fees, attorneys' fees, and advertising fees paid to unrelated third parties, (iii) any payments required to be made by Tenant in connection with the assignment of its interest in this Lease pursuant to Article 31-B of the Tax Law of the State of New York or any real property transfer tax of the United States or the City or State of New York (other than any income tax), (iv) any sums paid by Tenant to Landlord pursuant to Section 12.2B. hereof, and (v) the cost of improvements or alterations made by Tenant expressly and solely for the purpose of preparing the Premises for such assignment, as determined by Tenant's federal income tax returns. If the consideration paid to Tenant for any assignment shall be paid in installments, then the expenses specified in this Paragraph C. shall be amortized over the period during which such installments shall be payable. If Landlord exercises its right to take an assignment of or cancel this Lease pursuant to the provisions of Section 12.4 hereof, in no event shall Tenant be entitled to any proceeds derived from or relating to (directly or indirectly) any lease or sublease of the Premises by Landlord or further assignment of this Lease.
Assignment Proceeds means all consideration payable to Tenant, directly or indirectly, by any assignee, including Landlord pursuant to paragraph (B) of this Section 12.8, or any other amount received by Tenant from or in connection with any assignment (including, but not limited to, sums paid for the sale or rental, or consideration received on account of any contribution, of Tenant's Property) after deducting therefrom: (i) in the event of a sale (or contribution) of Tenant's Property, the then unamortized or undepreciated cost thereof determined on the basis of Tenant's federal income tax returns, (ii) the reasonable out-of-pocket costs and expenses of Tenant in making such assignment, such as brokers' fees, attorneys' fees, and advertising fees paid to unrelated third parties, (iii) any payments required to be made by Tenant in connection with the assignment of its interest in this Lease pursuant to Article 31-B of the Tax law of the State of New York or any real property transfer tax of the United States or the City or State of New York (other than any income tax), (iv) any sums paid by Tenant to Landlord pursuant to Section 12.2(B) hereof, (v) the cost of improvements or alterations made by Tenant expressly and solely for the purpose of preparing the Premises for such assignment, as determined by Tenant's federal income tax returns, (vi) the unamortized or undepreciated cost of any Tenant's Property leased to and used by such assignee, and (vii) the then unamortized or undepreciated cost of the Alterations determined on the basis of Tenant's federal income tax returns. If the consideration paid to Tenant for any assignment shall be paid in installments, then the expenses specified in this paragraph (D) shall be amortized over the period during which such installments shall be
Examples of Assignment Proceeds in a sentence
For purposes of clarity, regardless of whether Licensee elects to make one or more Partial Assignments and pays Partial Assignment Proceeds to Northwestern in connection therewith, Licensee is obligated to pay Sales Proceeds upon the Sales Transaction of Licensee itself.
In the event the Partial Assignment Proceeds received in connection with a Partial Assignment are paid in stock or a combination of cash and stock, the Partial Assignment Proceeds owed to Northwestern shall be determined in the same distributable proportions of cash and stock as received by Licensee and/or the equity holders, owners, shareholders and/or members of Licensee.
Licensee shall also provide information showing, on every licensed Northwestern invention disclosure number herein, by invention disclosure number basis, the Net Sales of Licensed Product sold, Sublicensee Payments, Sublicensee Royalties and Partial Assignment Proceeds that relate to or practice each Northwestern invention disclosure number.
Licensee shall also provide information showing, on a Northwestern invention disclosure number by invention disclosure number basis, the Net Sales of Licensed Product sold, Sublicensee Payments, Sublicensee Royalties and Partial Assignment Proceeds that relate to or practice each Northwestern invention disclosure number.
Issue ABCPs Assignment Proceeds Obligors of the underlying assets Sales receivables and promissory notes, etc.
More Definitions of Assignment Proceeds
Assignment Proceeds means the purchase price or other consideration paid (either in cash or by an assumption of debt or other consideration and, if paid over time, the present value of the total consideration using the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%)) to the Tenant and/or holders of direct or indirect interests in Tenant in connection with the subject transaction less the sum of (x) any reasonable prorations, closing costs or other customary deductions to the purchase price for which the seller is responsible, (y) the certified cost of designing, developing and constructing the Initial Project Improvements as of the time of the Completion of the Initial Project Improvements and (z) one hundred (100) times the amount of any Assignment Proceeds that have been previously paid to Landlord, which sum shall be prorated in the case of an assignment of a portion of the Improvements. Upon the request of Landlord from time to time (which request shall not be made more frequently than once per year), except in the case of Completion of the Initial Project Improvements, in which case Tenant shall deliver to Landlord such schedule, and such evidence, without request from Landlord, within five (5) days of Completion of the Initial Project Improvements, Tenant shall provide Landlord with a schedule listing the name and mailing address of each Person holding at least twenty percent (20%) of the direct or indirect interests in Tenant and, if then true, evidence that one or more Original Members collectively holds at least ten percent (10%) of the direct or indirect interest in Tenant. In the event that such Person is a trust, Tenant shall include in such schedule the name and mailing address of each trustee of said trust, together with the name and mailing address of each beneficiary of said trust.
Assignment Proceeds means all consideration payable to Tenant, directly or indirectly, by any assignee, or any other amount received by Tenant from or in connection with any assignment (including, but not limited to, sums paid for the sale or rental or consideration received on account of any contribution of any of Tenant's property);
Assignment Proceeds means all consideration payable to Tenant, directly or indirectly, by any assignee, including Landlord pursuant to paragraph (B) of this Section 12.8, or any other amount received by Tenant from or in connection with any assignment (including, but not limited to, sums paid for the sale or rental, or consideration received on account of any contribution, of Tenant's Property) after deducting therefrom: (i) in the event of a sale (or contribution) of Tenant's Property, the then unamortized or undepreciated cost thereof determined on the basis of Tenant's federal income tax returns, (ii) the reasonable out-of-pocket costs and expenses of Tenant in making such assignment, such as brokers' fees, attorneys' fees, and advertising fees
Assignment Proceeds means all consideration payable to Subtenant in connection with such assignment (including, but not limited to, sums paid for the sale or rental of Subtenant's fixtures, leasehold improvements, equipment, furniture or other personal property less, in the case of the sale thereof, the then net unamortized or undepreciated cost of any such fixtures, leasehold improvements, equipment, furniture or other personal property which were provided and installed in the Sublease Premises at the sole cost and expense of Subtenant and for which Sublandlord has not given an allowance or other credit, determined on the basis of Subtenant's federal income tax returns) after deducting therefrom those amounts that are deducted in determining Net Profits under Section 20.5(f) of the Overlease. The sums payable under this Subparagraph 23F(ii) shall xx xxxx xo Sublandlord as and when payable by the subtenant to Subtenant.
Assignment Proceeds means the purchase price or other consideration that is: (a) paid (either in cash or by an assumption of debt or other consideration and, if paid over time, the present value of the total consideration using the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%)) to the Tenant and/or holders of direct or indirect interests in Tenant and (b) fairly attributable to Tenant’s interest in this Lease and the Improvements in connection with the subject transaction less the sum of (w) any reasonable prorations, closing costs or other customary deductions to the purchase price for which the seller is responsible, (x) the certified cost of designing, developing and constructing the Tenant’s Initial Project Improvements as of the time of the Completion of the Tenant’s Initial Project Improvements and, from and after the Expansion Date, the Convention Center as of the time of the Completion of the Convention Center, (y) one hundred (100) times the amount of any Assignment Proceeds that have been previously paid to Landlord, which sum shall be prorated in the case of an assignment of a portion of the Initial Project Improvements and
Assignment Proceeds means all consideration payable to Tenant, directly or indirectly, by any assignee, including Landlord pursuant to Section 12.8(b), or any other amount received by Tenant from or in connection with any assignment (including sums paid for the sale or rental, or consideration received on account of any contribution, of Tenant’s Property, moving expenses or reimbursement of fees) after deducting therefrom: (i) the reasonable out-of-pocket brokers’ fees paid to unrelated third parties, (ii) any sums paid by Tenant to Landlord pursuant to Section 12.2(b), and (iii) the reasonable out-of-pocket cost of improvements or alterations made by Tenant expressly and solely for the purpose of preparing the Premises for such assignment, as determined by Tenant’s federal income tax returns.
Assignment Proceeds means all consideration paid to Tenant, directly or indirectly; by any assignee, or any other amount received by Tenant from or in connection with any assignment (including, but not limited to sums paid for the sale or rental, or consideration received on account of any contribution in excess of the fair market value of Tenant’s Property as determined by a reputable independent third party appraiser reasonably satisfactory to Landlord, of Tenant’s Property, or sums paid in connection with the supply of electricity, HVAC, or other services, other than those payments made to Tenant and paid by Tenant to Landlord as a pass-through) after deducting therefrom the following assignment expenses (the “Assignment Expenses”): (i) the reasonable out-of-pocket cost and expenses of Tenant in making such assignment such as brokers’ fees, attorneys’ fees, and advertising fees paid to unrelated third parties, (ii) the cost of improvements or alterations costs made by Tenant expressly and solely for the purpose of preparing the Premises for such assignment, (iii) the unreimbursed cost of any Tenant’s Property leased to and used by such assignee amortized in accordance with the schedule set forth on Tenant’s federal income tax returns and (iv) any reasonable takeover costs of existing lease obligations of such assignee and the amount of any contributions for tenant improvements. In determining Assignment Proceeds, the costs set forth in clauses (i) (ii), and (iv) shall be deducted as and when incurred by Tenant.