Divestiture Proceeds definition

Divestiture Proceeds is defined in Section 5.4(e).
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Divestiture Proceeds means the aggregate amount of consideration received by Buyer or any of its Affiliates in respect of assets that are or will be the subject of a Divestiture Sale or any distributions or other proceeds received or retained from such assets net of all reasonable, documented out-of-pocket costs and expenses arising out of any Divestiture Sale (which costs and expenses shall not include any income taxes paid or required to be paid with respect thereto). If Divestiture EBITDA is not finally determined on the date a payment is required to be made by Buyer pursuant to Section 2.08(a), the amount of such payment will be determined based on the estimated Divestiture EBITDA set forth in the Estimated Buyer Closing Statement and adjusted promptly after Divestiture EBITDA and the Final Divestiture Adjustment Amount are finally determined.
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Divestiture Proceeds has the meaning set forth in Section 4.7(d).
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Examples of Divestiture Proceeds in a sentence

  • If the Second Merger Closing has not occurred prior to August 26, 2024, then Orca Midco shall have the right (subject to and in accordance with the terms and procedures set forth in Section 9.31 and this Section 9.34) to receive an advance from the funds then held in the Divestiture Proceeds Escrow Account in an amount equal to the Distribution Amount.

  • Such Purchase Price shall be held in the Divestiture Proceeds Escrow Account pursuant to an escrow agreement to be entered into by and among Orca Midco, Pubco, SPAC and the Escrow Agent, in form and substance acceptable to SPAC (the “Divestiture Proceeds Escrow Agreement”), the Escrow Agent holding such funds as nominee of and for the benefit of Orca Midco, SPAC or Pubco, as applicable, subject always to the terms of this Agreement and the Divestiture Proceeds Escrow Agreement.

  • The Parties represent and agree that in executing this Agreement they do not rely and have not relied upon any representation or statement made by any other Party or by any other person or entity released herein with regard to the subject matter, basis, or effect of this Agreement, or otherwise, which is not specifically set forth herein.

  • Divestiture Proceeds Held in Escrow Pending AllocationAs of February 28, 2015, approximately $7,281.3 of the net proceeds (the “Escrow Funds”) generated through the completed sales of businesses and certain other assets are being held in escrow accounts at JPMorgan Chase Bank, N.A. (“JPM”) and are invested in U.S. Treasury securities with maturities not in excess of one year, other than certain de minimis amounts which are collateralized with U.S. Treasury securities up to 100% of the amount deposited.

  • Expected Divestiture Proceeds Iron Mountain estimates it will receive approximately $220 million in proceeds from the divestitures resulting from the Scheme.

  • Following negotiations with DowBrands, the parties agreed that SCJ would pay $1.125 billion plus the Divestiture Proceeds for DowBrands’ assets, which was $25 million less than SCJ’s Board of Directors had authorized management to spend and $87 million less that SCJ’s valuation of the assets it purchased.

  • Divestiture Proceeds Held in Escrow Pending AllocationAs of November 30, 2014, approximately $7,281.1 of the net proceeds (the “Escrow Funds”) generated through the completed sales of businesses and certain other assets are being held in escrow accounts at JPMorgan Chase Bank, N.A. (“JPM”) and are invested in U.S. Treasury securities with maturities not in excess of one year, other than certain de minimis amounts which are collateralized with U.S. Treasury securities up to 100% of the amount deposited.

  • Reports Fiscal 2019 Third Quarter Results • Revenue was $241.4 Million in Q3 Fiscal 2019 as Previously Announced• GAAP Diluted EPS of $0.73 in Q3• Reduced Debt by $55 Million in Q3 and $155 Million Year-to-Date From Cash Generation and Divestiture Proceeds TARRYTOWN, N.Y.--(GLOBE NEWSWIRE)-February 7, 2019-- Prestige Consumer Healthcare Inc.

  • The NGRU Dividend shall be paid out of the Divestiture Proceeds and the BPOMS Available Cash (as defined in Section 6.11) and in accordance with applicable provisions of the Delaware General Corporation Law ("DGCL").

  • Divestiture Proceeds Held in Escrow Pending AllocationAs of May 31, 2015, approximately $7,281.5 of the net proceeds (the “Escrow Funds”) generated through the completed sales of businesses and certain other assets are being held in escrow accounts at JPMorgan Chase Bank, N.A. (“JPM”) and are invested in U.S. Treasury securities with maturities not in excess of one year, other than certain de minimis amounts which are collateralized with U.S. Treasury securities up to 100% of the amount deposited.


More Definitions of Divestiture Proceeds

Divestiture Proceeds shall equal the aggregate consideration received in connection with each sale to a third party of a portion of the Aftermarket Division after the Initial Date that does not trigger a Change of Control, less the taxes and the fees and expenses paid or payable in connection with such transactions. Any non-cash proceeds received in connection with such a divestiture shall be given the value determined by the Board and any contingent consideration will only constitute Divestiture Proceeds when and as received by the Employer and/or the Aftermarket Division.
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Related to Divestiture Proceeds

  • Sale Proceeds means the net proceeds from the sale and/or realisation of the Charged Assets (excluding any Charged Assets which comprise cash) by the Realisation Agent in accordance with the Conditions (after deduction therefrom by the Realisation Agent of its usual fees and any costs and expenses incurred in connection with the sale of such Charged Assets). 7. Additional Provisions:

  • Asset Sale Proceeds means, with respect to any Asset Sale,

  • Disposition Proceeds means, with respect to each Group I/II Non-Program Vehicle, the net proceeds from the sale or disposition of such Group I/II Eligible Vehicle to any Person (other than any portion of such proceeds payable by the Group I/II Lessee thereof pursuant to any Group I/II Lease).

  • Purchase Proceeds means any cash amounts received by the Master Servicer in connection with: (i) the repurchase of a Mortgage Loan or an REO Mortgage Loan by a Seller pursuant to Section 2.3 or (ii) the purchase of the Mortgage Loans and REO Properties by the Depositor, the Master Servicer, the Special Servicer or the holders of the Class R-I Certificates pursuant to Section 10.1(b).

  • Repurchase Proceeds the Repurchase Price in connection with any repurchase of a Mortgage Loan by the Seller and any cash deposit in connection with the substitution of a Mortgage Loan.

  • Net Asset Sale Proceeds means, with respect to any Asset Sale, an amount equal to (i) cash payments (including any cash received by way of release from escrow or deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) received by Holdings, any Borrower or any of the Restricted Subsidiaries from such Asset Sale, minus (ii) any bona fide direct costs incurred in connection with such Asset Sale, including (a) sales, transfer, income, gains or other taxes payable (or estimated in good faith by Holdings to become payable) in connection with such Asset Sale, (b) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans, any Junior Financing, any Credit Agreement Refinancing Indebtedness or any First Lien Indebtedness) that is secured by a Lien on the Equity Interests or assets in question and that is required to be repaid under the terms thereof as a result of such Asset Sale, (c) a reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any taxes deducted pursuant to clause (a) above) (x) related to any of the applicable assets and (y) retained by the Borrowers or applicable Restricted Subsidiary, including, without limitation, pension and other post-employment benefit liabilities related to environmental matters or for any indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Asset Sale undertaken by Holdings, any Borrower or any of the Restricted Subsidiaries in connection with such Asset Sale; provided, upon release of any such reserve, the amount released shall be considered Net Asset Sale Proceeds, (d) the out of pocket expenses, costs and fees incurred with respect to legal, investment banking, brokerage, advisor and accounting and other professional fees, sales commissions and disbursements, survey costs, title insurance premiums and related search and recording charges, in each case actually incurred in connection with such sale or disposition and payable to a Person that is not an Affiliate of Holdings, (e) in the case of any Asset Sale by a non-wholly-owned Restricted Subsidiary, the pro rata portion of the Net Asset Sale Proceeds thereof (calculated without regard to this clause (e)) attributable to minority interests and not available for distribution to or for the account of any Borrower or a wholly-owned Restricted Subsidiary as a result thereof and (f) in the case of any such cash payments received (or subsequently received) by any Foreign Subsidiary, any taxes that would be payable (or estimated in good faith by Holdings to become payable) in connection with the repatriation of such cash proceeds to any Borrower or any Guarantor Subsidiary.

  • Equity Issuance Proceeds means, with respect to any Equity Issuance, all cash and cash equivalent investments received by the Borrower or any of its Subsidiaries from such Equity Issuance after payment of, or provision for, all underwriter fees and expenses, SEC and blue sky fees, printing costs, fees and expenses of accountants, lawyers and other professional advisors, brokerage commissions and other out-of-pocket fees and expenses actually incurred in connection with such Equity Issuance.

  • Retained Asset Sale Proceeds means that portion of Net Proceeds of a Prepayment Event pursuant to clause (a) of such definition not required to be applied to prepay the Loans pursuant to Section 2.11(c) due to the Disposition/Debt Percentage being less than 100%.

  • Disposal Proceeds means the proceeds of a Non-Distressed Disposal (as defined in paragraph (b) below).

  • Principal Proceeds With respect to any Collection Period or Determination Date, all amounts received by the Issuer during the related Collection Period that do not constitute Interest Proceeds and any other amounts that have been designated as Principal Proceeds pursuant to the terms of this Indenture.

  • Capital Stock Sale Proceeds means the aggregate cash proceeds received by the Company from the issuance or sale (other than to a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees) by the Company of its Capital Stock (other than Disqualified Stock) after the Issue Date, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

  • Disposition Date shall have the meaning ascribed thereto in Subsection 5.1(d);

  • Net Sale Proceeds means, with respect to any Asset Sale (including, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale), an amount in cash equal to the gross cash proceeds (including any cash received by way of deferred payment pursuant to a promissory note, receivable or otherwise, but only as and when received) received from such Asset Sale, net of (i) costs of, and expenses associated with, such Asset Sale (including fees and commissions), (ii) any taxes paid or payable as a result of such Asset Sale (including Lead Borrower’s good faith estimate of any incremental income taxes that will be payable as a result of such Asset Sale, including pursuant to tax sharing arrangements or any tax distributions), (iii) payments of unassumed liabilities relating to the assets sold and required payments of any Indebtedness or other obligations (other than the Loans and Indebtedness secured on a pari passu or junior basis to the Loans) which are secured by the assets which were sold or would be in default under the terms thereof as a result of such Asset Sale), (iv) amounts provided as a reserve in accordance with U.S. GAAP against any liabilities under any indemnification obligation or purchase price adjustment associated with such Asset Sale (provided that to the extent and at the time any such amounts are released from such reserve to Lead Borrower or any of its Restricted Subsidiaries, such amounts shall constitute Net Sale Proceeds), (v) cash escrows from the sale price for such Asset Sale (provided that to the extent and at the time any such amounts are released from escrow to Lead Borrower or any of its Restricted Subsidiaries, such amounts shall constitute Net Sale Proceeds) and (vi) to the extent such Asset Sale involves any disposition of Investments made after the First Restatement Effective Date, the permissibility of which was contingent upon the utilization of the Available Amount, the portion of the Available Amount so utilized in connection with such initial Investment.

  • Capital Proceeds means the gross receipts received by the Company from a Capital Transaction.

  • Divestiture means any transaction or event that the Board specifies as a Divestiture under Section 10.5.

  • Equity Proceeds means the cash proceeds (net of underwriting discounts and commissions and other reasonable costs associated therewith) from the issuance of any equity Securities of Company after the Effective Date.

  • REO Disposition Proceeds All amounts received with respect to an REO Disposition pursuant to Section 4.16.

  • Divestiture Assets means all of Defendants’ rights, titles, and interests in and to:

  • Recovery Event any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of any Group Member.

  • Foreclosure Proceeds Proceeds, net of any related expenses of the Servicer, Special Servicer, the Certificate Administrator and/or the Trustee, received in respect of any Foreclosed Property (including, without limitation, proceeds from the operation or rental of such Foreclosed Property) prior to the final liquidation of the Foreclosed Property.

  • Available Proceeds means, with respect to a Liquidation Event or Enforcement Event, as of a particular day:

  • Noncash proceeds means proceeds other than cash proceeds.

  • Capital Event means and includes: (i) any transaction involving the sale, exchange or other disposition of the Project or the Company (but excluding any incidental sales or exchanges of tangible personal property and fixtures), (ii) any financing, refinancing or borrowing secured by the Project or the Company, and (iii) any condemnation or recovery of damage awards and property insurance proceeds (excluding proceeds from any rent or business interruption insurance).

  • Disposition Fee shall have the meaning set forth in Section 8.03.

  • Disposition Event means any merger, consolidation or other business combination of the Corporation, whether effectuated through one transaction or series of related transactions (including a tender offer followed by a merger in which holders of Class A Common Stock receive the same consideration per share paid in the tender offer), unless, following such transaction, all or substantially all of the holders of the voting power of all outstanding classes of Common Stock and series of Preferred Stock that are generally entitled to vote in the election of Directors prior to such transaction or series of transactions, continue to hold a majority of the voting power of the surviving entity (or its parent) resulting from such transaction or series of transactions in substantially the same proportions as immediately prior to such transaction or series of transactions.

  • Sales Proceeds means, with respect to any Transaction Vehicle, an amount equal to the aggregate amount of proceeds received by the Servicer from the purchaser in connection with the sale or other disposition of such Transaction Vehicle, net of any and all out-of-pocket costs and expenses incurred by the Servicer in connection with such sale or other disposition, including without limitation, all repossession, auction, painting, repair and any and all other similar liquidation and refurbishment costs and expenses.