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).
Excluded Cash has the meaning set forth in Section 2.2(b)(i).
Excluded Cash means cash and Cash Equivalents maintained in accounts that are segregated from all Unrestricted Cash and not subject to Control Agreements to the extent that such accounts are any of the following:
Examples of Excluded Cash in a sentence
Notwithstanding Section 8.3(d) or the prohibition on granting dividends or distributions in Section 8.3(q), Seller may distribute Excluded Cash to its Members at any time prior to or on the Closing Date.
Qualifying Revenue shall specifically exclude any Revenue attributable to or arising out of Excluded Cash Payments.
Excluded Cash will not be used to settle these amounts prior to the Closing Date.
SBEC acknowledges and agrees that any Revenue recognized by the Company prior to or in a Revenue Period that constitutes Excluded Cash Payments (as defined below) shall not count as Revenue for purposes of satisfying the Revenue Targets.
Prior to the Closing, the Seller shall cause the Company (and the Company shall cause each of the Consolidated Subsidiaries) to distribute to the Seller all Excluded Cash; provided, that with respect to Excluded Cash held by Seven Seas and its Subsidiaries, such distribution shall be in the maximum amount authorized by the Florida Office of Insurance Regulation.
More Definitions of Excluded Cash
Excluded Cash means (a) any cash or cash equivalents of the Credit Parties in an Excluded Account (other than an account that is an Excluded Account pursuant to clause (a) of the definition thereof), (b) cash collateral held by the Administrative Agent pursuant to this Agreement or the other Loan Documents, (c) cash of the Credit Parties constituting purchase price deposits held in escrow by an unaffiliated third party pursuant to a binding and enforceable purchase and sale agreement with an unaffiliated third party containing customary provisions regarding the payment and refunding of such deposits, (d) any cash or Cash Equivalents set aside and for which any Credit Party has issued checks or has initiated wires or ACH transfers (or will issue checks or initiate wires or ACH transfers within five (5) business days) to make a Restricted Payment permitted Section 9.04(a), and (e) any cash or Cash Equivalents set aside and for which any Credit Party has issued checks or has initiated wires or ACH transfers (or will issue checks or initiate wires or ACH transfers within five (5) business days) to make payments in respect of accounts payable incurred in the ordinary course of business for services already rendered.
Excluded Cash shall have the meaning set forth in the Collateral Agreement.
Excluded Cash means (a) any cash and cash equivalents to be used to pay obligations of the Borrower and its Specified Restricted Subsidiaries (including, without limitation, obligations with respect to (i) payroll or employee benefits, (ii) Taxes and (iii) royalties, working interest payments, vendor payments, suspense payments, production payments and similar payments that are customary in the oil and gas industry) then due and owing (or to be due and owing within five (5) Business Days of such date) and for which the Borrower and its Specified Restricted Subsidiaries have issued checks or have initiated wires or ACH transfers in order to pay such obligations (or, in their respective good faith discretion, will issue checks or initiate wires or ACH transfers within five (5) Business Days in order to make such payments (such checks, wires or ACH transfers referred to in this parenthetical, “Anticipated Transfers”)), (b) any cash or cash equivalents set aside in cash collateral accounts to cash collateralize Letters of Credit, and (c) any cash or cash equivalents constituting purchase price deposits held in escrow pursuant to a binding and enforceable purchase and sale agreement with an unaffiliated third party containing customary provisions regarding the payment and refunding of such deposits.
Excluded Cash means (a) any cash to be used to pay obligations of the Credit Parties then due and owing (or owing within five (5) Business Days) to unaffiliated third parties (it being agreed and understood that for purposes of this definition, “affiliate” shall be deemed to exclude any portfolio company of a Qualifying Owner) and with respect to which the Credit Parties have issued (or will issue) checks or have initiated (or will initiate) wires or ACH transfers in order to pay such obligations, (b) cash held in (i) accounts designated and used solely for payroll, payroll taxes or employee wages and benefits, (ii) cash collateral accounts with respect to Letters of Credit, (iii) trust accounts held and used exclusively for the payment of taxes of the Credit Parties, and (iv) suspense or trust accounts held and used exclusively for royalty and working interest payments owing to third parties, and (c) any cash or cash equivalents constituting purchase price deposits held in escrow by an unaffiliated third party pursuant to a binding and enforceable purchase and sale agreement.
Excluded Cash means, as of any date, (a) any cash set aside to pay obligations of the Loan Parties that either (i) are then due and owing to third parties and for which the Loan Parties have issued checks or have initiated wires or ACH transfers in order to pay such amounts or (ii) will be paid on or within one (1) Business Day of such date, (b) amounts on deposit in the Licensed Merchandise Account from time to time in an aggregate amount not to exceed at any time 100% of the Revenue Share (as defined in the Merchandising Agreement) amounts reasonably expected to be due and payable to FLC in accordance with Section 6.2 of the Merchandising Agreement (the “Monthly FLC Revenue Share Amount”) as of the next occurring Merchandising Agreement Monthly Settlement Date plus any “Surplus” permitted to be maintained therein under and in accordance with the terms and conditions of the Licensed Merchandise Side Letter and (c) any cash constituting an Excluded Asset.
Excluded Cash means (a) any cash or Cash Equivalents of the Parent, the Borrower or any of their respective Restricted Subsidiaries in an Excluded Account, (b) any cash or Cash Equivalents held by the Administrative Agent as cash collateral pursuant to this Agreement or any other Loan Documents and (c) checks issued, wires initiated, or automated clearing house transfers initiated, in each case (i) solely to the extent issued or initiated to satisfy bona fide expenditures of the Parent, the Borrower or any of their respective Restricted Subsidiary and (ii) on account of transactions not prohibited under this Agreement and in the ordinary course of business.
Excluded Cash means (a) any cash to be used to pay obligations of the Loan Parties then due and owing (or expected to be paid within three (3) Business Days) to third parties (other than the MLP and its Subsidiaries) and for which the Loan Parties have issued (or will issue) checks or have initiated (or will initiate) wires or ACH transfers in order to pay such obligations, and (b) cash held in (i) accounts designated and used solely for payroll or employee benefits, (ii) cash collateral accounts with respect to letters of credit, Swap Obligations and Banking Services Obligations, (iii) deposits of cash or Cash Equivalents from unaffiliated third parties that are subject to return pursuant to binding agreements with such third parties, and (iv) accounts held and used exclusively for the payment of taxes of the Loan Parties.