Deemed Cash definition

Deemed Cash shall have the meaning provided in Section 10.4(b).
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Deemed Cash means, in connection with any Disposition: (a) the assumption by the transferee of Indebtedness (other than subordinated Indebtedness or preferred stock) of the Parent Borrower or of any Restricted Subsidiary (in which case, the Parent Borrower or such Restricted Subsidiary will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (b)(ii) of the definition of “Net Proceeds”), provided, that, the amount of assumed Indebtedness that is deemed to be cash for purposes of Section 6.6(d) shall not exceed $200,000,000 in the aggregate from and after the Effective Date; (b) securities, notes or other obligations received by the Parent Borrower or any Restricted Subsidiary from the transferee that are converted, sold or exchanged within ninety (90) calendar days of receipt thereof by the Parent Borrower or such Restricted Subsidiary into cash (to the extent of the cash received in such conversion, sale or exchange); and (c) in the case of such Disposition, promissory notes received by the Parent Borrower or any Restricted Subsidiary from the transferee having an aggregate principal amount not to exceed $20,000,000.
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Deemed Cash means, with respect to any Excluded Asset Sale, collectively, (1) liabilities described in Section 4.11(a)(2)(B)(i) and (2) securities described in Section 4.11(a)(2)(B)(ii).
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Examples of Deemed Cash in a sentence

  • Accordingly, the Liquidation Trustee on behalf of the DOF instructed Computershare to issue to holders of Beneficial Interests a Form 1099‐B from the DOF reflecting the 2014 Deemed Cash Distribution in 2014.

  • APPROVED CAPITAL EXPENSES: Capital Expenses incurred by Borrowers, provided that during a Cash Trap Period, such Capital Expenses shall either be (i) included in the total Approved Capital Budget or (ii) approved by Lender.

  • An environmental management plan (EMP) has been prepared which describes the responsibilities, procedures, and specific environmental mitigation measures to be applied.

  • Additionally, on June 20, 2013, a deemed non‐cash distribution by the DOF (and a deemed contribution to the CDC Liquidation Trust) was made in the amount of $0.482640 per Beneficial Interest unit (the “2013 Deemed Non‐Cash Distribution”)(the 2013 Deemed Cash Distribution and the 2103 Deemed Non‐Cash Distribution are collectively referred to herein as the “2013 Deemed Distributions”).2 The 2013 Deemed Distributions from the DOF were reportable tax events in 2013.

  • Offer Participants Elect to receive the Share Consideration in respect of 41 055 316 Offer Shares (being the maximum Share Consideration Elections that may be received before the Deemed Cash Election calculation is applied).

  • See Instruments Deemed Cash on page 20.The term qualifying corporate debt instrument means all debt instruments issued by a corporation other than the following:— instruments issued by the taxpayer or a DISC;— instruments which constitute subsidiary capital in the hands of the taxpayer;— instruments acquired by the taxpayer for services rendered or for the sale, rental or other transfer of property if the obligor is the recipient of the services or property.

  • This agreement does not impact Modified Endowment (MEC) and Guideline Premium Limits (GPT) Cost Yes, A separate charge, LTC Cost of Insurance Charge, will be assessed against the Accumulation Value, Minimum AV Shadow Account (Eclipse products only), DBGA Shadow Account, and the CVAT Deemed Cash Underwriting Required This agreement will require separate underwriting.

  • A money market mutual fund is a no-load, open-end investment company registered under the Federal Investment Company Act of 1940 that attempts to maintain a constant net asset value per share (i.e., a ‘‘money market’’ fund).Cash also includes debt instruments deemed cash, see Instruments Deemed Cash above.

  • This written Agreement contains the sole and entire agreements between <Rescue Name> and you, and supersedes any other agreements between you and us with respect to the subject matter of this Agreement.

  • See also Instruments Deemed Cash on page 17.Cash cannot be split between business capital and investment capital.

Related to Deemed Cash

  • Trapped Cash means any cash, checks, rental deposits and bank credit balances that are subject to any restrictions or local exchange control, Tax or other requirements, such that the full amount of such deposits cannot be accessed within ninety (90) days; provided that any amounts that are subject to short term investments or time deposits with maturities less than 363 days as of any relevant time of determination shall not be deemed “Trapped Cash” unless after such maturity, they would be subject to any of the aforesaid restrictions.

  • Uninvested Cash cash available and uninvested by a Trust that may result from a variety of sources, including dividends or interest received on portfolio securities, unsettled securities transactions, strategic reserves, matured investments, proceeds from liquidation of investment securities, dividend payments, or new investor capital.

  • Qualified Cash means, as of any date of determination, the amount of unrestricted cash and Cash Equivalents of Borrower and its Subsidiaries that is in Deposit Accounts or in Securities Accounts, or any combination thereof, and which such Deposit Account or Securities Account is the subject of a Control Agreement and is maintained by a branch office of the bank or securities intermediary located within the United States.

  • Adjusted Cash Flow for any fiscal year shall mean Consolidated Net Income of the Borrower for such fiscal year (after provision for taxes) plus the amount of all net non-cash charges (including, without limitation, depreciation, deferred tax expense, non-cash interest expense, amortization and other non-cash charges) that were deducted in arriving at such Consolidated Net Income for such fiscal year, minus the amount of all non-cash gains and gains from sales of assets (other than sales of inventory and equipment in the normal course of business) that were added in arriving at such Consolidated Net Income for such fiscal year.

  • Estimated Cash has the meaning set forth in Section 2.4(a).

  • Consolidated Cash Balance means, at any time, the aggregate amount of cash and cash equivalents, marketable securities, treasury bonds and bills, certificates of deposit, investments in money market funds and commercial paper, in each case, held or owned by, or credited to, the account of the Borrower and its Subsidiaries (including non-wholly owned Subsidiaries and Permitted J/Vs).

  • Net Cash means, without duplication and in any event as of the Net Cash Determination Time and, as applicable, determined in a manner consistent with the manner in which such items were historically determined and in accordance with Check-Cap’s audited financial statements and unaudited interim balance sheet, the sum of (i) Check-Cap’s unrestricted cash and cash equivalents (excluding marketable securities, other than marketable securities acquired in accordance with Keystone’s written consent, which shall not be unreasonably withheld, but including, for the avoidance of doubt, unrestricted cash deposits and interest accrued thereon), plus (ii) restricted cash items set forth in Section 1.1 of the Check-Cap Disclosure Schedule minus (iii) current and long-term liabilities payable in cash (excluding non-cash liabilities) accrued at Closing pursuant to GAAP, minus (iv) all of Check-Cap’s unpaid Transaction Costs, minus (iv) the cost of redemption of all Check-Cap Warrants (including for the avoidance of doubt, the Check-Cap Registered Direct Warrants and Check-Cap Placement Agent Warrants) that have redemption rights according to their terms, and are outstanding as of immediately prior to the Israeli Merger Effective Time (assuming the full redemption thereof), plus (v) all prepaid Check-Cap expenses listed on Section 1.1 of the Check-Cap Disclosure Schedule, plus (vi) the amount of any expenses paid or liabilities incurred by Check-Cap during the Interim Period that the insurer under Check-Cap’s D&O insurance policy listed on Section 1.1 of the Check-Cap Disclosure Schedule has unconditionally and irrevocably agreed in writing to pay and are in excess of the deductible under such policy, plus (vii) the amount of any Check-Cap Legacy Transaction Eligible Proceeds (disregarding, for purposes of this definition, the proviso in the definition of “Check-Cap Legacy Transaction Eligible Proceeds”) to be received by Check-Cap for any Check-Cap Legacy Transaction at or prior to the Closing Date, or to which Check-Cap is contractually entitled as of the Closing Date to receive within ninety (90) days following the Closing Date (subject to no conditions other than the passage of time).

  • Unrestricted Cash means cash or cash equivalents of the Borrower or any of its Subsidiaries that would not appear as “restricted” on a consolidated balance sheet of the Borrower or any of its Subsidiaries.

  • Unrestricted Cash Amount means, as to any Person on any date of determination, the amount of (a) unrestricted Cash and Cash Equivalents of such Person whether or not held in an account pledged to the Collateral Agent and (b) Cash and Cash Equivalents of such Person restricted in favor of the Facilities (which may also include Cash and Cash Equivalents securing other Indebtedness secured by a Lien on any Collateral along with the Facilities), in each case as determined in accordance with GAAP; it being understood and agreed that proceeds subject to Escrow shall be deemed to constitute “restricted cash” for purposes of the Unrestricted Cash Amount.

  • Restricted Cash means cash and Cash Equivalents held by Restricted Subsidiaries that is contractually restricted from being distributed to the Borrower.

  • Unrestricted Cash and Cash Equivalents means, with respect to any Person, cash and Cash Equivalents of such Person that are free and clear of all Liens and not subject to any restrictions on the use thereof to pay Indebtedness and other obligations of such Person.

  • Consolidated Cash Flow means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

  • Consolidated Cash Taxes means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the aggregate of all taxes, as determined in accordance with GAAP, to the extent the same are paid in cash during such period.

  • Consolidated Cash Flow Available for Fixed Charges means, with respect to any Person for any period:

  • Annualized Operating Cash Flow means, for any period of three complete consecutive calendar months, an amount equal to Operating Cash Flow for such period multiplied by four.

  • Average Actual Deferral Percentage means the average (expressed as a percentage) of the Actual Deferral Percentages of the Eligible Participants in a group.

  • Adjusted Operating Cash Flow means the net cash provided by operating activities of the Company as reported in the Company’s consolidated statements of cash flows included in its Annual Report on Form 10-K, adjusted to eliminate the effect on operating cash flows of net customer financing cash flows, as reported in the Company’s consolidated statements of cash flows included in its Annual Report on Form 10-K.

  • Company Cash means all cash on hand or on deposit to the credit of the Company on the Closing Date;

  • Excess Availability means, as of any date of determination, the amount equal to Availability minus the aggregate amount, if any, of all trade payables of Borrower and its Subsidiaries aged in excess of historical levels with respect thereto and all book overdrafts of Borrower and its Subsidiaries in excess of historical practices with respect thereto, in each case as determined by Agent in its Permitted Discretion.

  • Average Excess Availability means, with respect to any period, the sum of the aggregate amount of Excess Availability for each Business Day in such period (calculated as of the end of each respective Business Day) divided by the number of Business Days in such period.

  • total earnings means all of the dentist's gross earnings from the practice of dentistry by him in person, and "NHS earnings" means the dentist's gross earnings from the provision by him in person of general dental services under the National Health Service (Scotland) Act 1978, as amended, including where the dentist's name is included in sub-part A of the first part, or Part A prior to 2 July 2010, of two or more dental lists in Scotland, but neither his total earnings nor his NHS earnings shall be taken to include any remuneration by way of salary;

  • Deferred Revenue is all amounts received or invoiced in advance of performance under contracts and not yet recognized as revenue.

  • Net earnings available for fixed charges means net income after deducting operating and maintenance expenses, taxes other than federal and state income taxes, depreciation, and depletion, but excluding extraordinary expenses appearing in the regular financial statements of the system.

  • Quarterly Excess Available Funds Percentage means, with respect to the March 2008 Transfer Date and each Transfer Date thereafter, the percentage equivalent of a fraction the numerator of which is the sum of the Excess Available Funds Percentages with respect to the immediately preceding three Monthly Periods and the denominator of which is three.

  • Consolidated Income Available for Debt Service for any period means Earnings from Operations of the Company and its Subsidiaries plus amounts which have been deducted, and minus amounts which have been added, for the following (without duplication): (i) interest on Debt of the Company and its Subsidiaries, (ii) provision for taxes of the Company and its Subsidiaries based on income, (iii) amortization of debt discount and deferred financing costs, (iv) provisions for gains and losses on properties and property depreciation and amortization, (v) the effect of any noncash charge resulting from a change in accounting principles in determining Earnings from Operations for such period and (vi) amortization of deferred charges.

  • Excluded Cash means, as of any date, (a) any cash or cash equivalents allocated for, reserved or otherwise set aside to pay royalty obligations, working interest obligations, vendor payments, suspense payments, similar payments as are customary in the oil and gas industry, severance and ad valorem taxes, payroll, payroll taxes, other taxes, employee wage and benefit payments and trust, fiduciary, or other obligations of the Credit Parties then due and owing (or to be due and owing within five (5) Business Days) and for which the Credit Parties have issued checks or has initiated wires or ACH transfers (or, in such Credit Parties’ discretion, will issue checks or initiate wires or ACH transfers within five (5) Business Days) in order to pay, (b) any cash or cash equivalents allocated for, reserved or otherwise set aside to pay other amounts due and owing as of such date (or to be due and owing within five (5) Business Days) to Persons who are not Affiliates of the Credit Parties, (c) any cash or cash equivalents of the Credit Parties constituting pledges and/or deposits securing any binding and enforceable purchase and sale agreement with any Persons who are not Affiliates of the Credit Parties, in each case to the extent permitted by this Agreement, (d) any cash or cash equivalents of any Credit Party to be used by such Credit Party within five (5) Business Days to pay the purchase price for any acquisition of any assets or property by such Credit Party pursuant to an executed and binding agreement between such Credit Party and a third-party seller that is not an Affiliate of such Credit Party (to the extent such acquisition is permitted by this Agreement), (e) any cash collateral account in respect of letters of credit permitted under this Agreement, (f) any cash required to be applied to any mandatory prepayment of the Revolving Loans pursuant to Section 2.10(a), as applicable, and (g) to the extent not otherwise included in the preceding clauses (a) through (f), any cash contained in any Excluded Accounts (other than such Excluded Accounts referred to clause (g) in the definition thereof).