Excess Financing Proceeds definition

Excess Financing Proceeds. (i) With respect to the refinancing of any Mortgage, the net proceeds (as and when such refinancing proceeds are distributed by the lender to the Company Subsidiary or the Company) of the refinancing after payment of all expenses in connection therewith and after payment of the Mortgage being refinanced and any additional expenditures for which such refinancing was obtained; and (ii) with respect to any Loan not replacing an existing Mortgage, the net proceeds (as and when such Loan is funded by the applicable lender and the proceeds thereof are distributed by such lender) remaining after (x) payment of all costs of securing such Loan, (y) paying any expenditures for which such Loan was obtained and (z) other sums held by the lender under such Loan (e.g., amounts held in any escrow accounts) are returned to the Company Subsidiary and the Company.
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Excess Financing Proceeds means (i) on or prior to [*], Qualified Financing Proceeds received in excess of [*], and (ii) thereafter, Qualified Financing Proceeds received in excess of [*], provided, in each case, that as of any date of determination, the aggregate amount of all Royalty and Milestone Payments made prior to such date shall reduce the amount of Excess Financing Proceeds.
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Excess Financing Proceeds means (x) all amounts raised by the Company in excess of $6,000,000 as a result of (i) the issuance and sale of Series A Notes for cash (as opposed to exchange of Bridge Notes) and (ii) the offering by the Company of its common stock after the date hereof by way of a rights offering to its shareholders; and (y) the amount, if any, by which the amount of the Deposit at any time exceeds the amount required by the Issuer or Gateway Manufacturing, Inc. to be maintained in the Deposit at such time (it being understood and agreed that if, at any time, no Deposit is required by the Issuer or Gateway Manufacturing, Inc., whether pursuant to the termination or expiration of the reseller agreement described in Section 5.1(g) of the Purchase Agreement or otherwise, this Note shall be promptly prepaid in full pursuant to the terms of this Section 3).
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Examples of Excess Financing Proceeds in a sentence

  • The Company shall prepay this Note in an amount equal to the Holder's Pro Rata Share of all Excess Financing Proceeds, promptly after the receipt by the Company, from time to time of such Excess Financing Proceeds or the occurrence of an event resulting in the existence of Excess Financing Proceeds.

  • If either party does not select an Appraiser within ten (10) days of the date of the election and direction from the other party to so select an Appraiser, then the Appraiser chosen by the other party shall be solely responsible for determining the allocation of the Disposition proceeds or Excess Financing Proceeds.

  • Notwithstanding the provisions of Section 10.2(b), but subject to the terms of the Bond Documents and any Requisite Approvals, any Excess Financing Proceeds shall be distributed to the General Partner after review of the project sources and uses by the Special Limited Partner and its acknowledgement that the calculation of Excess Financing Proceeds complies with the terms of this Agreement.

  • The Company shall prepay this Note in an ---------------------- amount equal to the Holder's Pro Rata Share of all Excess Financing Proceeds, promptly after the receipt by the Company, from time to time of such Excess Financing Proceeds or the occurrence of an event resulting in the existence of Excess Financing Proceeds.


More Definitions of Excess Financing Proceeds

Excess Financing Proceeds the balance of the proceeds derived from the Financing after the payment of the amounts identified in Section 6.1(a)(i) through and including (v) of the Stockholders' Agreement.
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Excess Financing Proceeds means the excess, if any, of the proceeds of any Permanent Loan (including for purposes of the consent required herein, the New Permanent Loan, notwithstanding any definition or term to the contrary) to which the Special Limited Partner has issued its prior written consent over the sum of (i) any amounts necessary to discharge the Construction Loan or the preceding Permanent Loan, (ii) any amounts required to pay any other debts or obligations of the Partnership which are then due (other than Subordinated Loans), (iii) any costs or expenses incurred in connection with the conversion of the Construction Loan or the preceding Permanent Loan to the refinanced Permanent Loan, including without limitation, commitment fees, brokerage commissions, if any, and attorney's fees,and (iv) any amounts required to be paid or set aside for any other purpose in order to satisfy conditions to or established in connection with the funding of the such refinanced Permanent Loan.
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Excess Financing Proceeds means, with respect to any financing (including any sale of accounts receivable that is excluded from the definition of Asset Sale Proceeds) other than a refinancing, exchange, defeasance or modification of existing indebtedness limited to an amount equal to such existing indebtedness, an amount equal to the excess of (A) the net proceeds of any financing that Nevada Power receives over (B) the sum of (I) the total amount of all indebtedness (including principal and interest) of Nevada Power with a scheduled maturity, without acceleration, within 75 days of the date on which Nevada Power receives the financing proceeds (unless such indebtedness is reasonably anticipated to be paid with other sources of funds or extended or refinanced within such 75-day period), (II) an amount equal to Nevada Power's total actual capital expenditures for the 12 months immediately preceding the month during which Nevada Power receives the financing proceeds and (III) an amount equal to the amount of such cash proceeds required by the Revolver (as defined below) to be used to prepay Revolving Indebtedness (as defined below). "Indebtedness" shall have the meaning assigned to such term in the Revolver. "Revolver" means the amount of Indebtedness that is outstanding pursuant to the Credit Agreement, dated as of November 30, 2001, by and among the Nevada Power, the Lenders parties thereto from time to time (the "Lenders"), Union Bank of California, N.A., as Sole Bookrunner and Administrative Agent for the Lenders, Wells Fargo Bank, N.A., as Syndication Agent, Bank Xxx, NA, BNP Paribas and Mellon Bank, N.A., as Co-Documentation Agents, and Union Bank of California, N.A. and Wells Fargo Bank, N.A., as Co-Lead Arrangers, as amended, replaced or refinanced in whole or in part from time to time. "Revolving Indebtedness" means the amount of Indebtedness that is outstanding pursuant to the Revolver.
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Excess Financing Proceeds means the excess, if any, of the proceeds of the Permanent Loan over the sum of (i) any amounts required to pay any Partnership debts or obligations of the Partnership which are then due (other than the Permanent Loan), including, without limitation, any construction financing and the interest thereon, (ii) any costs or expenses incurred in connection with the Permanent Loan, including without limitation, the funding of reserves, commitment fees, brokerage commissions, if any, and attorney's fees, (iii) the payment of all Development Costs and (iv) any amounts required to be paid or set aside for any other purpose in order to satisfy conditions to or established pursuant to the terms of the Bond Documents and any other Project Documents.
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Related to Excess Financing Proceeds

  • Net Financing Proceeds means the cash proceeds received by the Partnership in connection with any borrowing or refinancing of borrowing by or on behalf of the Partnership or by or on behalf of any Property Partnership (whether or not secured), after deduction of all costs and expenses incurred by the Partnership or the Property Partnership in connection with such borrowing, and after deduction of that portion of such proceeds used to repay any other indebtedness of the Partnership or Property Partnerships, or any interest or premium thereon.

  • Refinancing Proceeds means the proceeds of the refinancing of any indebtedness of the Company, less the amount of expenses incurred by or on behalf of the Company in connection with such refinancing.

  • Financing Proceeds means the net proceeds from any loan secured by all or any portion of the Partnership's real property (including any refinancing) that remain after the repayment of any indebtedness of the Partnership secured by all or a portion of such real property with such proceeds and all costs related to such loan.

  • Equity Proceeds means the cash proceeds (net of underwriting discounts and commissions and other reasonable costs associated therewith) from the issuance of any Capital Stock or other equity securities of, or the making of any capital contribution to, the Company after the Closing Date.

  • Permitted First Priority Refinancing Debt means any secured Indebtedness incurred by the Borrower in the form of one or more series of senior secured notes or senior secured loans; provided that (i) such Indebtedness is secured by the Collateral on a pari passu basis with the Obligations and is not secured by any property or assets of Holdings and its Subsidiaries other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of Term Loans, (iii) such Indebtedness does not mature prior to the Maturity Date of the Refinanced Debt and such Indebtedness shall have a Weighted Average Life to Maturity that is not shorter than the Refinanced Debt, (iv) to the extent applicable, the security agreements relating to such Indebtedness are substantially the same as the Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (v) no Restricted Subsidiary guarantees such Indebtedness unless it is a Subsidiary Guarantor (or becomes a Subsidiary Guarantor substantially concurrently with the incurrence of such Indebtedness); provided that, if, at any time, such Restricted Subsidiary ceases to be a Guarantor, it shall not guarantee such Indebtedness, (vi) the other terms and conditions of such Indebtedness (excluding pricing, fees, rate floors, premiums, optional prepayment or optional redemption provisions) reflect market terms and conditions at the time of incurrence and issuance; provided, that, to the extent such terms and documentation are not substantially identical to the Indebtedness being refinanced, (x) such terms (taken as a whole) shall be less favorable to the providers of such Permitted First Priority Refinancing Debt than those applicable to the Indebtedness being refinanced, except, in each case, for financial or other covenants or other provisions contained in such Indebtedness that are applicable only after the then Latest Maturity Date, or (y) such documentation shall be reasonably acceptable to the Administrative Agent and (vii) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to a Pari Passu Intercreditor Agreement and the Administrative Agent shall have become a party to the Pari Passu Intercreditor Agreement (or any then-existing Pari Passu Intercreditor Agreement shall have been amended or replaced in a manner reasonably acceptable to the Administrative Agent, which results in such Senior Representative having rights to share in the Collateral as provided in clause (i) above). Permitted First Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

  • Refinancing Equipment Notes and “Refinancing Trust” shall have the respective meanings assigned to such terms in the Intercreditor Agreement.

  • Equity Issuance Proceeds means, with respect to any Equity Issuance, all cash and cash equivalent investments received by any Restricted Entity from such Equity Issuance (other than from any other Credit Party) 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 by any Restricted Entity in connection with such Equity Issuance.

  • Permitted Second Priority Refinancing Debt secured Indebtedness incurred by the Borrower in the form of one or more series of second lien secured notes or second lien secured loans; provided that (i) such Indebtedness is secured by the Collateral on a second lien, subordinated basis to the Obligations and is not secured by any property or assets of the Borrower or any of its Subsidiaries other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of Term Loans, (iii) such Indebtedness does not mature or have scheduled amortization or payments of principal prior to the date that is 91 days after the Latest Maturity Date at the time such Indebtedness is incurred, (iv) the security agreements relating to such Indebtedness are substantially the same as the Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent; provided that such differences are not more favorable to the investors in such secured Indebtedness), (v) such Indebtedness is not also incurred by or guaranteed by any Subsidiaries of the Borrower other than the Subsidiary Guarantors and is not incurred by or guaranteed by any other Person, (vi) an agent or representative acting on behalf of the holders of such Indebtedness (a “Second Lien Agent”) shall have become party to an intercreditor agreement in form and substance satisfactory to the Administrative Agent (the “Second Lien Intercreditor Agreement”); provided that, if such Indebtedness is the initial Permitted Second Priority Refinancing Debt incurred by the Borrower, then the Borrower, the Subsidiary Guarantors, the Administrative Agent and the Second Lien Agent for such Indebtedness shall have executed and delivered the Second Lien Intercreditor Agreement, (vii) the other terms and conditions of such secured Indebtedness are on the whole substantially identical to, or less favorable to the investors providing such secured Indebtedness, than those applicable to the Refinanced Debt (except for (x) pricing, fees, rate floors and prepayment or redemption premiums, which shall reflect market terms and conditions at the time of incurrence or issuance, (y) covenants or other provisions applicable only to periods after the date that is 91 days after the Latest Maturity Date that is in effect on the date such Indebtedness is issued, incurred or obtained and (z) differences that reflect the nature of such secured debt as fixed or floating rate securities), and (viii) a Responsible Officer shall have certified compliance with the foregoing requirements and that the incurrence of such Indebtedness complies with Section 6.2.

  • Permitted Junior Priority Refinancing Debt means secured Indebtedness incurred by the Borrower in the form of one or more series of second lien (or other junior lien) secured notes or debentures or second lien (or other junior lien) secured loans; provided that (i) such Indebtedness is secured by all or a portion of the Collateral on a second priority (or other junior priority) basis to the Liens securing the Obligations and any other First Lien Obligations and is not secured by any property or assets of Holdings, the Borrower or any Restricted Subsidiary other than the Collateral, (ii) such Indebtedness satisfies the applicable requirements set forth in the provisos in the definition of “Credit Agreement Refinancing Indebtedness” (provided that such Indebtedness may be secured by a Lien on the Collateral that is junior to the Liens securing the Obligations and any other First Lien Obligations, notwithstanding any provision to the contrary contained in the definition of “Credit Agreement Refinancing Indebtedness”), (iii) the holders of such Indebtedness (or their representative) and the Administrative Agent and/or the Collateral Agent shall be party to a Customary Intercreditor Agreement, and (iv) such Indebtedness is not at any time guaranteed by any Subsidiaries of the Borrower other than Subsidiaries that are Guarantors.

  • Refinancing Debt means Debt that refunds, refinances, renews, replaces or extends any Debt permitted to be Incurred by the Company or any Restricted Subsidiary pursuant to the terms of this Indenture, whether involving the same or any other lender or creditor or group of lenders or creditors, but only to the extent that

  • Permitted Receivables Financing means any transaction or series of transactions that may be entered into by the Borrower or any Restricted Subsidiary pursuant to which it sells, conveys or contributes to capital or otherwise transfers (which sale, conveyance, contribution to capital or transfer may include or be supported by the grant of a security interest in) Receivables or interests therein and all collateral securing such Receivables, all contracts and contract rights, purchase orders, security interests, financing statements or other documentation in respect of such Receivables, any guarantees, indemnities, warranties or other obligations in respect of such Receivables, any other assets that are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving receivables similar to such Receivables and any collections or proceeds of any of the foregoing (collectively, the “Related Assets”), all of which such sales, conveyances, contributions to capital or transfers shall be made by the transferor for fair value as reasonably determined by the Borrower (calculated in a manner typical for such transactions including a fair market discount from the face value of such Receivables) (a) to a trust, partnership, corporation or other Person (other than the Borrower or any Subsidiary other than any Receivables Financing Subsidiary), which transfer is funded in whole or in part, directly or indirectly, by the incurrence or issuance by the transferee or any successor transferee of Indebtedness, fractional undivided interests or other securities that are to receive payments from, or that represent interests in, the cash flow derived from such Receivables and Related Assets or interests in such Receivables and Related Assets, or (b) directly to one or more investors or other purchasers (other than the Borrower or any Subsidiary), it being understood that a Permitted Receivables Financing may involve (i) one or more sequential transfers or pledges of the same Receivables and Related Assets, or interests therein (such as a sale, conveyance or other transfer to any Receivables Financing Subsidiary followed by a pledge of the transferred Receivables and Related Assets to secure Indebtedness incurred by the Receivables Financing Subsidiary), and all such transfers, pledges and Indebtedness incurrences shall be part of and constitute a single Permitted Receivables Financing, and (ii) periodic transfers or pledges of Receivables and/or revolving transactions in which new Receivables and Related Assets, or interests therein, are transferred or pledged upon collection of previously transferred or pledged Receivables and Related Assets, or interests therein, provided that any such transactions shall provide for recourse to such Subsidiary (other than any Receivables Financing Subsidiary) or the Borrower (as applicable) only in respect of the cash flows in respect of such Receivables and Related Assets and to the extent of breaches of representations and warranties relating to the Receivables, dilution of the Receivables, customary indemnities and other customary securitization undertakings in the jurisdiction relevant to such transactions.

  • Collateral Proceeds means the Liquidation Proceeds of the Relevant Collateral or any Undeliverable Assets forming part of the Relevant Collateral (as the case may be) denominated in the Settlement Currency.

  • Principal Proceeds means, with respect to any Collection Period or the related Determination Date, all amounts received by the Borrower during such Collection Period that do not constitute Interest Proceeds, including unapplied proceeds of the Advances and any amounts received by the Borrower as equity contributions (howsoever designated).

  • Permitted Securitization Financing means one or more transactions pursuant to which (i) Securitization Assets or interests therein are sold to or financed by one or more Special Purpose Securitization Subsidiaries, and (ii) such Special Purpose Securitization Subsidiaries finance their acquisition of such Securitization Assets or interests therein, or the financing thereof, by selling or borrowing against Securitization Assets and any Hedging Agreements entered into in connection with such Securitization Assets; provided, that recourse to the Borrower or any Subsidiary (other than the Special Purpose Securitization Subsidiaries) in connection with such transactions shall be limited to the extent customary (as determined by the Borrower in good faith in consultation with the Administrative Agent) for similar transactions in the applicable jurisdictions (including, to the extent applicable, in a manner consistent with the delivery of a “true sale”/“absolute transfer” opinion with respect to any transfer by the Borrower or any Subsidiary (other than a Special Purpose Securitization Subsidiary)).

  • Refinancing Date The date on which a Current Mortgage Loan or Mortgage Loan is refinanced by Seller or an affiliate thereof.

  • Casualty Proceeds means, with respect to any Casualty Event, the amount of any insurance proceeds or condemnation awards received by the Borrower, any Parent Guarantor or any of their respective Subsidiaries in connection therewith, but excluding any proceeds or awards required to be paid to a creditor (other than the Lenders) which holds a first-priority Lien permitted by Section 7.2.3 on the property which is the subject of such Casualty Event.

  • Securitization Facility means any of one or more securitization, financing, factoring or sales transactions, as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, pursuant to which the Company or any of the Restricted Subsidiaries sells, transfers, pledges or otherwise conveys any Securitization Assets (whether now existing or arising in the future) to a Securitization Subsidiary or any other Person.

  • Qualified Securitization Facility means any Securitization Facility (1) constituting a securitization financing facility that meets the following conditions: (a) the Board of Directors will have determined in good faith that such Securitization Facility (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Borrower and the applicable Restricted Subsidiary or Securitization Subsidiary and (b) all sales or contributions of Securitization Assets and related assets to the applicable Person or Securitization Subsidiary are made at fair market value (as determined in good faith by the Borrower) or (2) constituting a receivables financing facility.

  • Excess Liquidation Proceeds Reserve Account The trust account or subaccount created and maintained by the Certificate Administrator pursuant to Section 3.05(c) of this Agreement in trust for the Certificateholders, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall be entitled “Citibank, N.A., as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of Citigroup Commercial Mortgage Trust 2019-C7, Commercial Mortgage Pass-Through Certificates, Series 2019-C7, Excess Liquidation Proceeds Reserve Account.” Any such account shall be an Eligible Account.

  • Permitted Pari Passu Secured Refinancing Debt means any secured Indebtedness (including any Registered Equivalent Notes) incurred by a Borrower in the form of one or more series of senior secured notes; provided, that (a) such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations and is not secured by any property or assets of Parent or Restricted Subsidiary other than the Collateral, (b) such Indebtedness is not at any time guaranteed by any Subsidiaries other than Subsidiaries that are Guarantors, (c) such Indebtedness, (i) unless incurred as a term loan under this Agreement, does not mature or have scheduled amortization or payments of principal (other than customary offers to repurchase upon a change of control, asset sale or event of loss and a customary acceleration right after an event of default) prior to the date that is the Latest Maturity Date at the time such Indebtedness is incurred or issued, and (ii) if incurred as a term loan under this Agreement, does not mature earlier than, or have a Weighted Average Life to Maturity shorter than, the applicable Refinanced Debt, (d) the security agreements relating to such Indebtedness (to the extent such Indebtedness is not incurred hereunder) are substantially the same as or more favorable to the Loan Parties than the Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (e) to the extent such Indebtedness is not incurred hereunder, a Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise subject to the provisions of an Intercreditor Agreement with the Administrative Agent and (f) such Indebtedness, if consisting of Refinancing Notes, satisfies clause (d) of the definition of Permitted Other Debt Conditions. Permitted Pari Passu Secured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

  • Refinancing Facility has the meaning specified in Section 2.16(a).

  • Permitted Pari Passu Intercreditor Agreement means, with respect to any Liens on Collateral that are intended to be pari passu with the Liens securing the Term B-1 Loans (and other Loan Obligations that are pari passu with the Term B-1 Loans), either (as the Borrower shall elect) (x) the First Lien/First Lien Intercreditor Agreement, (y) another intercreditor agreement not materially less favorable to the Lenders vis-à-vis such pari passu Liens than the First Lien/First Lien Intercreditor Agreement (as determined by the Borrower in good faith) or (z) another intercreditor agreement the terms of which are consistent with market terms governing security arrangements for the sharing of liens on a pari passu basis at the time such intercreditor agreement is proposed to be established in light of the type of Indebtedness to be secured by such liens, as determined by the Administrative Agent and the Borrower in the exercise of reasonable judgment.

  • Acquisition Facility the Acquisition Facility Commitments and the extensions of credit thereunder.

  • Alternative Financing has the meaning set forth in Section 5.14(b).

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

  • Permitted Refinancing Debt means any Debt that Refinances any other Debt, including any successive Refinancings, so long as: