Extraordinary Cash Flow means, for any period, the cash which the Partnership actually receives from a Major Capital Event with respect to any of the Partnership Property for and during such period, as reduced by (i) the costs and expenses incurred or assumed in connection with such Major Capital Event, including title, survey, appraisal, recording, escrow, transfer tax and similar costs, brokerage expense and attorney and other professional fees, (ii) funds deposited in the Reserve, (iii) funds applied to pay or prepay any indebtedness of the Partnership (including loans from Partners and interest thereon), (iv) any amounts described in subsection (ii) of the definition of Operating Cash Flow which have not previously been deducted in determining Operating Cash Flow, and (v) amounts received from a condemnation or casualty with respect to any Partnership Property which are used or to be used for reconstruction.
Extraordinary Cash Flow means the cash proceeds (including, without limitation, any insurance proceeds, recoveries, damages and awards, but excluding the proceeds of any rent insurance or business interruption insurance) realized by the Company, directly or indirectly, as a result of the occurrence of a Capital Event, plus cash interest payments received with respect to such proceeds, decreased by the sum of (i) the amount of such proceeds applied by the Company to pay debts and liabilities of the Company which are then due and payable (inclusive of any guaranteed payment within the meaning of Section 707(c) of the Code paid to any Member); (ii) the amount of such proceeds used, set aside or committed by the Company or required to be used by any secured lender for the Project for restoration and repair of any property in the event of damage or destruction to the Project; (iii) any incidental or ancillary expenses, costs or liabilities incurred by the Company in effecting or obtaining any such Capital Event, or the proceeds thereof (including, without limitation, attorneys’ fees, expert witness’ fees, accountants’ fees, court costs, recording fees, transfer taxes and fees, appraisal costs and the like) all of which expenses, costs and liabilities shall be paid from the gross amount of such cash proceeds to the extent thereof; (iv) the payment of such other Company debts and liabilities as are determined in the reasonable discretion of the Management Committee; and (v) a reserve, established in the reasonable discretion of the Management Committee, for anticipated cash disbursements that will have to be made before additional cash receipts from third parties will provide funds therefore.
Extraordinary Cash Flow means the cash receipts of the Company from a Major Capital Event as reduced by (A) the costs and expenses incurred by the Company in connection with such Major Capital Event, including title, survey, appraisal, recording, escrow, transfer tax and similar costs, brokerage expense and attorneys, and other professional fees, and amounts spent on reconstruction or repair, (B) funds deposited in reserves pursuant to a determination by Member Consent that each such reserve and the amount thereof is required or appropriate to provide for actual or contingent obligations of the Company, amounts expected therefrom for capital improvements to the Property, and (C) funds applied to pay or prepay any indebtedness of the Company (including Member Loans) in connection with such Major Capital Event. To the extent that any amount received pursuant to a Major Capital Event has been set aside as a reserve pursuant to item (B) above in this definition and the Members thereafter determine by Member Consent that all or a portion of such amount is not required for such purposes, such amount shall be included in Extraordinary Cash Flow when the Members determine by Member Consent that it is no longer necessary or appropriate to retain such amount as a reserve. Any principal payments on non-cash consideration received pursuant to a Major Capital Event, including promissory notes or deferred payment obligations, shall be deemed to be included in Extraordinary Cash Flow when received in cash by the Company; provided, however, that, notwithstanding the terms of Section 9.2(a)(i)(3) as determined by Member Consent, such noncash assets may be distributed in accordance with Percentage Interest in kind to the Members, in lieu of cash, treating the total fair market value of such non-cash assets at the date of distribution as Extraordinary Cash Flow.
Examples of Extraordinary Cash Flow in a sentence
All cash flow distributions from any Subsidiary to the Company shall be characterized as Net Ordinary Cash Flow or Net Extraordinary Cash Flow of the Company in accordance with the terms of this Agreement and shall be retain such characterization for all purposes hereunder, including, but not limited to, distributions to Members.
No Member shall be entitled to receive any money or property from the Company except (a) by way of distributions upon the winding up of the Company pursuant to Article 12, (b) by way of distributions of Net Ordinary Cash Flow and Net Extraordinary Cash Flow as provided pursuant to Section 7.4, (c) in respect of any bona fide loans to the Company then due and owing and (d) as expressly provided elsewhere in this Agreement.
Prior to the distribution by the Manager of any Net Ordinary Cash Flow, Net Extraordinary Cash Flow or Incentive Distribution to the Members, the Manager shall cause the principal amount and any interest due and owing on any Company Loan made by Members to the Company to be repaid in full.
If any Guarantor is required to make any payment with respect to a guarantee of any Company indebtedness, the Company shall reimburse such Guarantor for such payment and all costs and expenses of the Guarantor in connection therewith from the next distribution of Net Ordinary Cash Flow or Net Extraordinary Cash Flow, before making any other distributions to Members pursuant to this Agreement.
At the determination of the General Partner, but no less frequently than annually, the General Partner shall distribute Extraordinary Cash Flow, if any, to the Partners in proportion to their respective Profits Interests.
More Definitions of Extraordinary Cash Flow
Extraordinary Cash Flow means the cash receipts of the Company from a Major Capital Event as reduced by (A) the costs and expenses incurred by the Company in connection with such Major Capital Event, including title, survey, appraisal, recording, escrow, transfer tax and similar costs, brokerage expense and attorneys, and other professional fees, and amounts spent on reconstruction or repair, (B) funds deposited in reserves pursuant to a determination by Member Consent that each such reserve and the amount thereof is required or appropriate to provide for actual or contingent obligations of the Company, amounts expected therefrom for capital improvements to the Property, and (C) funds applied to pay or prepay any indebtedness of the Company (including Member Loans) payable in connection with such Major Capital Event (which payments shall be made pro rata to the Members in respect of Member Loans if more than one of the Members have outstanding Member Loans, in accordance with the total principal and interest amounts of Member Loans then outstanding, and without limiting the foregoing, all Member Loans made by a particular Member shall be repaid in the chronological order in which they were made). To the extent that any amount received pursuant to a Major Capital Event has been set aside as a reserve pursuant to item (B) above in this definition and the Members thereafter determine by Member Consent that all or a portion of such amount is not required for such purposes, such amount shall be included in Extraordinary Cash Flow when the Members determine by Member Consent that it is no longer necessary or appropriate to retain such amount as a reserve. Any principal payments on non-cash consideration received pursuant to a Major Capital Event, including promissory notes or deferred payment obligations, shall be deemed to be included in Extraordinary Cash Flow when received in cash by the Company; provided, however, that, notwithstanding the terms of Section 9.2(a)(i)(3) as determined by Member Consent, such noncash assets may be distributed in accordance with Percentage Interest in kind to the Members, in lieu of cash, treating the total fair market value of such non-cash assets at the date of distribution as Extraordinary Cash Flow.
Extraordinary Cash Flow. As to any fiscal year or portion thereof, the proceeds from the sale of any real property by the Partnership (a “Capital Transaction”) less any expenses, costs, or liabilities incurred by the Partnership in effecting any such sale, and an amount set aside or committed by the General Partner for repair, improvement and replacement to or of any Partnership assets.
Extraordinary Cash Flow means the cash proceeds (including, but not limited to, any applicable condemnation, insurance and refinancing proceeds) realized by the Company as a result of a Capital Transaction, increased by the cash interest payments received on such proceeds, decreased by the sum of the following: (i) any amounts applied in repayment of any approved debt, (ii) the amount of such proceeds used, set aside or committed by the Company for repair or replacement of any portion of the Property; (iii) any expenses, costs or liabilities incurred by the Company in effecting or obtaining any such Capital Transaction or the proceeds thereof (including, without limitation, attorneys’ fees, court costs, brokerage fees, commissions, title insurance and survey costs, recording fees, and transfer taxes), all of which expenses, costs and liabilities shall be paid from the gross amount of such cash proceeds to the extent thereof.
Extraordinary Cash Flow means all (a) net proceeds realized from the sale, exchange, condemnation, eminent domain taking or other disposition of a capital asset of the Company, (b) net proceeds from the dissolution, liquidation or termination of the Company (or a Member’s interest therein), and (c) all net proceeds from any borrowings or refinancings by the Company.
Extraordinary Cash Flow means, for any applicable period, (x) all Revenues received by the Company or any Venture Vehicle from a Major Capital Event minus (y) (i) the costs and expenses incurred by the Company or Venture Vehicle in connection with such Major Capital Event, including, without limitation, title, survey, appraisal, recording, escrow, transfer tax and similar costs, brokerage expense and attorneys’ and other professional fees; (ii) proceeds deposited in reserves pursuant to a reasonable determination of the Members that such reserve and the amount thereof is required to provide for actual or contingent obligations of the Company or such Venture Vehicle or improvements to or restoration of any Hotel owned by such Venture Vehicle (in determining the amount of reserves, the Members will take into account required debt service, operating expenses and leasing commissions); (iii) proceeds applied to pay or prepay any indebtedness of the Company or any Venture Vehicle in connection with such Major Capital Event; (iv) to the extent not previously deposited in reserves pursuant to clause (y)(ii) of this definition, proceeds applied to rebuild, repair or restore any Hotel; and (v) refundable sums received by any Venture Vehicle in respect of any Hotel. All reserves shall be invested in such manner as may be agreed upon by the Members.
Extraordinary Cash Flow means the net cash realized by the Company from the sale, financing, refinancing, redemption, repayment or other disposition of the Property or of any interest of the Company in or related to the Property, after payment of all cash expenditures of the Property, the Company and any of its Subsidiaries related to such sale, financing, refinancing redemption, repayment or other disposition of the Property, including, but not limited to, all sale or refinancing expenses including all fees payable to the Managers, all payments of principal and interest on indebtedness, expenses for repairs and maintenance, capital improvements and replacements, and such reserves and retentions as the Managers reasonably determine to be necessary and desirable in connection therewith.
Extraordinary Cash Flow has the meaning assigned to it in Section 7.1(b) below.