Excess Designated Proceeds definition

Excess Designated Proceeds means, with respect to any Designated Asset Sale:
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Excess Designated Proceeds means, with respect to any Designated Asset Sale,
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Excess Designated Proceeds means, with respect to any Designated Asset Sale: [[DMS:3863145v3:05/24/2019--10:26 AM]]
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Examples of Excess Designated Proceeds in a sentence

  • Upon completion of each Designated Asset Sale Offer, the amount of Excess Designated Proceeds will be reset at zero, and upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

  • If any Excess Designated Proceeds remain after consummation of a Designated Asset Sale Offer or any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer may use those remaining Excess Designated Proceeds or Excess Proceeds, as applicable, for any purpose not otherwise prohibited by this Indenture.

  • If the aggregate principal amount of Notes and Pari Passu Indebtedness tendered into such Designated Asset Sale Offer or such Asset Sale Offer exceeds the amount of Excess Designated Proceeds or Excess Proceeds, as applicable, the Notes and such Pari Passu Indebtedness to be purchased shall be purchased on a pro rata basis based on the principal amount of Notes and such Pari Passu Indebtedness tendered.

  • No later than three Business Days after the termination of the Offer Period (the "Purchase Date"), the Issuer will apply all Excess Designated Proceeds or Excess Proceeds, as applicable (the "Offer Amount"), to the purchase of Notes and such tendered Pari Passu Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and Pari Passu Indebtedness tendered in response to the Designated Asset Sale Offer or the Asset Sale Offer, as applicable.

  • The Company at its election may retain or use any Excess Designated Proceeds for any purpose, including, if applicable, to make any Restricted Payment otherwise permitted under the terms of the Indenture.

  • If the aggregate principal amount of the Notes and Pari Passu Indebtedness tendered into such Designated Asset Sale Offer or such Asset Sale Offer exceeds the amount of Excess Designated Proceeds or Excess Proceeds, as applicable, the Notes and such Pari Passu Indebtedness to be purchased shall be purchased on a pro rata basis based on the principal amount of Notes and such Pari Passu Indebtedness tendered.

  • The Company at its election may retain or use any Excess Designated Proceeds for any purpose, including, if applicable, to make any Restricted Payment otherwise permitted under the terms of this Indenture.

  • No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer will apply all Excess Designated Proceeds or Excess Proceeds, as applicable (the “Offer Amount”), to the purchase of Notes and such tendered Pari Passu Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and Pari Passu Indebtedness tendered in response to the Designated Asset Sale Offer or the Asset Sale Offer, as applicable.


More Definitions of Excess Designated Proceeds

Excess Designated Proceeds contained in Section 1.1 of the Credit Agreement is hereby deleted in its entirety, and the following is inserted in replacement thereof:
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Excess Designated Proceeds means with respect to any Designated Asset Sale (i) 100% of the Net Proceeds from such sale if after giving pro forma effect thereto, but before applying any portion of the Net Proceeds thereof to prepay, purchase or retire any Indebtedness the Consolidated Leverage Ratio of the Borrower and its Restricted Subsidiaries is no greater than 4.00 to 1.00 and is no greater than the Consolidated Leverage Ratio of the Borrower and its Restricted Subsidiaries in effect immediately prior to such Designated Asset Sale, or (ii) that portion of the Net Proceeds of such Designated Asset Sale that remains after giving effect to the prepayment, purchase or other retirement of Indebtedness of the type permitted to be prepaid, purchased or otherwise retired under the applicable provision of Section 2.20 in an amount sufficient such that the Consolidated Leverage Ratio of the Borrower and its Restricted Subsidiaries after giving effect to the Designated Asset Sale and such prepayment, purchase or other retirement is no greater than 4.00 to 1.00 and is no greater than the Consolidated Leverage Ratio of the Borrower
Sample 1
Excess Designated Proceeds means, with respect to any Designated Asset Sale, (a) that portion of the net cash proceeds from such Designated Asset Sale that remains after giving effect to the repayment or prepayment, purchase or other retirement of Indebtedness in connection with such Designated Asset Sale and (b) any non-cash proceeds of any Designated Asset Sale.
Sample 1
Excess Designated Proceeds means, with respect to any Designated Asset Sale, (i) if after giving effect to such Designated Asset Sale but before using any portion of the Net Proceeds thereof to prepay, purchase or otherwise retire any Indebtedness the Consolidated Leverage Ratio of the Borrower and the Restricted Subsidiaries is no greater than either (x) the Consolidated Leverage Ratio of the Borrower and the Restricted Subsidiaries immediately prior to such Designated Asset Sale or (y) 4.70 to 1.00, then 100% of such Net Proceeds, or (ii) otherwise, that portion of the Net Proceeds of such Designated Asset Sale that remains after giving effect to the prepayment, purchase or other retirement of Indebtedness of the type permitted to be prepaid, purchased or otherwise retired under the applicable provision of Section 2.20 in an amount sufficient such that the Consolidated Leverage Ratio of the Borrower and the Restricted Subsidiaries after giving effect to both such Designated Asset Sale and such prepayment, purchase or other retirement is no greater than either (x) the Consolidated Leverage Ratio of the Borrower and the Restricted Subsidiaries immediately prior to such Designated Asset Sale or (y) 4.70 to 1.00.
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Related to Excess Designated Proceeds

  • Declined Proceeds has the meaning assigned to such term in Section 2.11(b)(v).

  • Qualified Proceeds means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Issuer in good faith.

  • Excluded Proceeds means, with respect to any Asset Sale or Casualty Event, the sum of, (1) any Net Proceeds therefrom that constitute Declined Proceeds and (2) any Net Proceeds therefrom that otherwise are waived by the Required Facility Lenders from the requirement to be applied to prepay the applicable Term Loans pursuant to Section 2.05(2)(b).

  • Net Loss Proceeds means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Event of Loss, including, without limitation, insurance proceeds, condemnation awards or damages awarded by any judgment, net of:

  • Net Proceeds Amount means, with respect to any Transfer of any property by any Person, an amount equal to the difference of

  • Escrowed Proceeds shall include any interest earned on the amounts held in escrow.

  • Retained Declined Proceeds has the meaning specified in Section 2.05(b)(v).

  • 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).

  • Net Disposition Proceeds means, with respect to any sale, transfer or other disposition of any assets of the Borrower, any Parent Guarantor or any of their respective Subsidiaries (other than sales permitted pursuant to clause (a), (b) or (c) of Section 7.2.9), the excess of

  • Excess Cash Flow Application Date as defined in Section 2.12(c).

  • 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.

  • Investment Proceeds means, with respect to any Determination Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Series 1996-1 Accounts, together with an amount equal to the Series 1996-1 Allocation Percentage of the interest and other investment earnings on funds held in the Collection Account credited as of such date to the Collection Account pursuant to Section 4.02 of the Agreement.

  • Gross Proceeds means the aggregate purchase price of all Shares sold for the account of the Company through an Offering, without deduction for Organization and Offering Expenses.

  • Principal Funding Investment Proceeds means, with respect to each Transfer Date, the investment earnings on funds in the Principal Funding Account (net of investment expenses and losses) for the period from and including the immediately preceding Transfer Date to but excluding such Transfer Date.

  • 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.

  • 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:

  • Principal Accumulation Investment Proceeds means, with respect to each Transfer Date, the investment earnings on funds in the Principal Accumulation Account (net of investment expenses and losses) for the period from and including the immediately preceding Transfer Date to but excluding such Transfer Date.

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

  • Net Sales Proceeds means, in the case of a transaction described in clause (i)(A) of the definition of Sale, the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including all real estate commissions, closing costs and legal fees and expenses. In the case of a transaction described in clause (i)(B) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including any legal fees and expenses and other selling expenses incurred in connection with such transaction. In the case of a transaction described in clause (i)(C) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction actually distributed to the Company or the Operating Partnership from the Joint Venture less the amount of any selling expenses, including legal fees and expenses incurred by or on behalf of the Company (other than those paid by the Joint Venture). In the case of a transaction or series of transactions described in clause (i)(D) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction (including the aggregate of all payments under a Mortgage on or in satisfaction thereof other than regularly scheduled interest payments) less the amount of selling expenses incurred by or on behalf of the Company, including all commissions, closing costs and legal fees and expenses. In the case of a transaction described in clause (i)(E) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including any legal fees and expenses and other selling expenses incurred in connection with such transaction. In the case of a transaction described in clause (ii) of the definition of Sale, Net Sales Proceeds means the proceeds of such transaction or series of transactions less all amounts generated thereby which are reinvested in one (1) or more Assets within one hundred eighty (180) days thereafter and less the amount of any real estate commissions, closing costs, and legal fees and expenses and other selling expenses incurred by or allocated to the Company or the Operating Partnership in connection with such transaction or series of transactions. Net Sales Proceeds shall also include Refinancing Proceeds and any other amounts that the Company determines, in its discretion, to be economically equivalent to proceeds of a Sale. Net Sales Proceeds shall not include any reserves established by the Company, which shall be determined by the Board in its sole discretion.

  • 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).

  • Excess Liquidation Proceeds To the extent that such amount is not required by law to be paid to the related Mortgagor, the amount, if any, by which Liquidation Proceeds with respect to a Liquidated Mortgage Loan exceed the sum of (i) the Outstanding Principal Balance of such Mortgage Loan and accrued but unpaid interest at the related Mortgage Interest Rate through the last day of the month in which the related Liquidation Date occurs, plus (ii) related Liquidation Expenses.

  • Available Spread Account Amount means, for any Transfer Date, an amount equal to the lesser of (a) the amount on deposit in the Spread Account (exclusive of Investment Earnings on such date and before giving effect to any deposit to, or withdrawal from, the Spread Account made or to be made with respect to such date) and (b) the Required Spread Account Amount, in each case on such Transfer Date.

  • 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.

  • Designated Amount means the lesser of: