Extraordinary Proceeds definition
Extraordinary Proceeds means Net Cash Proceeds received by Parent Guarantor or its Subsidiaries from an Extraordinary Proceeds Event, provided that if such Extraordinary Proceeds Event is an Asset Sale such Net Cash Proceeds shall be calculated net of prepayments the applicable Subsidiary is required to make pursuant to the terms of Debt documentation applicable to such Subsidiary and listed on Schedule 8(d) to the Guaranty Agreement.
Extraordinary Proceeds means: (a) the aggregate cash proceeds received by the Operating Company or any Project Company in respect of any sale of an interest in a Project or Joint Venture; (b) any cash proceeds received by the Operating Company or any Project Company with respect to the incurrence or issuance of any Indebtedness by the Operating Company or such Project Company; and (c) the cash proceeds (other than proceeds from business interruption insurance) received by the Operating Company or any Project Company from any (i) event which causes any material property or asset owned by the Operating Company or any Project Company to be damaged, destroyed or rendered unfit for normal use or (ii) compulsory transfer or taking, or transfer under threat of compulsory transfer or taking, of any material property or asset owned by the Operating Company or any Project Company, by any governmental authority.
Extraordinary Proceeds means, for any Person for any period, net proceeds received by such Person during such period from (i) issuances of securitization bonds sold by such Person or any of its Subsidiaries plus (ii) sales of assets by such Person or any of its Subsidiaries not in the ordinary course of business plus (iii) the sale or disposition (by way of merger, sale of capital stock, sale of assets or otherwise) of any Subsidiary of such Person. For purposes of the foregoing, all cash received by such Person from, or as a result of the sale or disposition of, a Subsidiary shall be deemed to constitute "Extraordinary Proceeds" up to the amount of proceeds received by, or as a result of the sale or disposition of, such Subsidiary from such issuances and sales during the relevant period, net of underwriting discounts and commissions, costs of sale and other, similar transaction costs.
Examples of Extraordinary Proceeds in a sentence
Nothing in this Section 2.07(a) shall be deemed to imply that any of the activities or actions described in clauses (ii) or (iii) of the definition of Extraordinary Proceeds are permitted under this Agreement other than as specifically set forth in this Agreement.
By way of example, suppose (i) the Net Extraordinary Proceeds from the sale of the last Property owned by the Company are $200, (ii) there are no Company Loans and no Default Contributions have been made, (iii) the Members’ Unreturned Capital is $70 which will be distributed pursuant to Section 7.4(c)(i), (ii) and (iii), as applicable, and (iv) after an additional $30 is distributed to the Members under Section 7.4(c)(iv), each Member will have achieved a 13% IRR.
To the extent the Prepayment Offer is not fully subscribed to by the Holders of the Notes, first such tendered Notes shall be paid for in full to the extent possible with the available Extraordinary Proceeds and then any remaining Extraordinary Proceeds may be retained by the Guarantor or Issuer.
In the event of the Issuer's receipt of Extraordinary Proceeds, promptly following the Prepayment Date, the Issuer shall deliver to each Holder electing to accept the Prepayment Offer a new Note equal in principal amount to any unpurchased portion of the Note surrendered by such Holder.
The Borrower shall not make, direct, or request the Accounts Bank to make, any withdrawals from the Insurance, Condemnation and Extraordinary Proceeds Account except as permitted by this Section 4.6 and provided that no Notice of Suspension has been delivered that has not been withdrawn and no Event of Default has occurred and is continuing or would occur as a result of such transfer or withdrawal.
More Definitions of Extraordinary Proceeds
Extraordinary Proceeds means any sums of money paid upon or in respect of, or property distributed in respect of, any Pledged Equity Interests upon the recapitalization, merger, consolidation or other change in structure of HEP or the reorganization, liquidation or dissolution of HEP or constituting an extraordinary distribution with respect to the Pledged Equity Interests.
Extraordinary Proceeds means any sums of money paid upon or in respect of, or property distributed in respect of, any Pledged Units upon the recapitalization, merger, consolidation or other change in structure of HEP or the reorganization, liquidation or dissolution of HEP or constituting an extraordinary distribution with respect to the Pledged Units. (o) “Fair Market Value of Pledged HEP Units” means the fair market value of the Pledged HEP Units subject to this Pledge Agreement in which Secured Party has a perfected first priority security interest at the time of determination, based on the average closing price of the HEP Units reported by the New York Stock Exchange (or any other exchange or market upon which the HEP Units are principally listed or registered in the event that the HEP Units are no longer listed on the New York Stock Exchange) for the immediately preceding 10 consecutive Business Day period. (p) “HEP General Partner Interest” means the interest of the general partner in HEP that is owned by Pledgor from time to time. (q) “HEP” means Holly Energy Partners, L.P., a Delaware limited partnership and any successors thereto. (r) “HEP Units” means limited partnership units of HEP. For avoidance of doubt, “HEP Units” as used herein does not include any of the HEP General Partner Interests held by Pledgor (or any rights, distributions or proceeds arising out or derived from such HEP General Partner Interests). (s) “Letters of Credit” means the sum of the undrawn amounts of any letters of credit delivered to Secured Party pursuant to any of the Crude Supply Agreements or this Pledge Agreement. (t) “Limited Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership of HEP, dated as of July 13, 2004 (as amended, restated, supplemented or otherwise modified from time to time). (u) “Netting Agreement” means that certain Crude Oil and/or Condensate Net-Out Amendment Agreement, dated as of December 1, 2010, between Buyer and Secured Party (as amended, restated, supplemented or otherwise modified from time to time). (v) “Open Credit Limit” means the aggregate amount of unsecured credit extended, if any, to Buyer by Secured Party, as such amount is reasonably determined by Secured Party. (w) “Operating Agreements” means the Limited Partnership Agreement and any other limited partnership agreement or other formation documents and all other agreements, certificates and other documents which from time to time govern the existence, operation and ...
Extraordinary Proceeds means, collectively, all cash and cash equivalents received by the Company and its controlled Subsidiaries (other than amounts required to be deposited or held in the Construction Account, the Operating Account or the Incentive Account), it being understood and agreed that Extraordinary Proceeds shall include all damages (other than Enumerated Payments) and indemnification payments under the Main Project Agreements.
Extraordinary Proceeds means the following cumulative proceeds of the Parent, Issuer and any Subsidiary from any and all of the following in the aggregate, regardless of the timing of receipt of such proceeds:
Extraordinary Proceeds means (i) all proceeds of asset disposals (other than sales pursuant to the Offtake Agreements and REC Agreements) that will not be used for replacement in accordance with Section 7.02(f)(i) (Negative Covenants – Asset Dispositions) of the Credit Agreement and other than disposal of assets of Former Systems; and (ii) all Project Document Termination Payments to be deposited into the Insurance, Condemnation and Extraordinary Proceeds Account.
Extraordinary Proceeds means, for any Person for any period, net proceeds received by such Person during such period from (i) issuances of stranded cost recovery bonds plus (ii) sales of assets by such Person or any of its Subsidiaries not in the ordinary course of business plus (iii) the sale or disposition (by way of merger, sale of capital stock, sale of assets or otherwise) of any Subsidiary of such Person. For purposes of the foregoing, all cash received by such Person from, or as a result of the sale or disposition of, a Subsidiary shall be deemed to constitute "Extraordinary Proceeds" up to the amount of proceeds received by, or as a result of the sale or disposition of, such Subsidiary from such issuances and sales during the relevant period, net of underwriting discounts and commissions, costs of sale and other, similar transaction costs.
Extraordinary Proceeds means any distributions or payments received by Issuer (directly or indirectly in respect of any other Subject Company or its assets, properties or receipts) which are not made out of operating cash flow of either Project Company, such as distributions or payments which constitute proceeds of any asset sale, buyout or termination of rights under any contract or other extraordinary transaction; provided that the foregoing shall not include any proceeds of any Equity Cure; and provided that, for the avoidance of doubt, the foregoing shall not include any proceeds resulting from asset sales in accordance with Section 7.4B(i).