Gross Transfer Proceeds definition

Gross Transfer Proceeds means an amount equal to the gross sale or transfer proceeds and other consideration given for the interests transferred (but in the case of a transfer to a party affiliated with or otherwise related to the transferor which constitutes a Tenant Ownership Change that is not an Excluded Transfer, such consideration shall in no event be deemed to be less than the fair value of the interests transferred).

Gross Transfer Proceeds shall have the meaning set forth in

Gross Transfer Proceeds means the total cash and other consideration received by Concessionaire, but in the case of a transfer to a party affiliated with or otherwise related to the transferor, such consideration shall in no event be determined to be less than the fair market value of the interests; if Concessionaire and County are unable to agree upon such fair value, then the matter shall be determined pursuant to Article 16.

Examples of Gross Transfer Proceeds in a sentence

• In the event of a Tenant Ownership Change or a Financing Event, Tenant shall pay to County, concurrent with the closing of such transaction, an amount (“Value Appreciation Rent”) equal to one percent (1%) of the Gross Transfer Proceeds in connection with such Tenant Ownership Change or one percent (1%) of the Loan Amount of such Financing Event.

• For a Tenant Ownership Change, the Value Appreciation Rent shall be the greater of (a) the lesser of (i) the Net Transfer Proceeds or (ii) four percent (4%) of the Gross Transfer Proceeds, or (b) fourteen percent (14%) of Net Transfer Proceeds.

• In the event of a Change of Ownership, the “Net Proceeds Share” shall be the amount by which the greater of the following exceeds the Administrative Charge paid by Lessee to County in connection with such Change of Ownership: (a) the lesser of (i) the Net Transfer Proceeds from such Change of Ownership, or (ii) five percent (5%) of the Gross Transfer Proceeds from such Change of Ownership; or (b) twenty percent (20%) of the Net Transfer Proceeds from such Change of Ownership.

• With respect to any Change of Ownership described in Subsection 4.3.1(c)(ii), Subsections 4.3.4(a) and 4.3.4(b) shall apply (as applicable), except that any rents or other amounts received by Lessee from the Major Sublessee, a percentage of which is passed through to County under any provision of this Lease (other than payment of Percentage Share), shall be disregarded in the computation of Gross Transfer Proceeds.

• For a Tenant Ownership Change, the Value Appreciation Rent shall be the greater of (a) the lesser of (i) the Net Transfer Proceeds, or (ii) four percent (4%) of the Gross Transfer Proceeds, or (b) fourteen percent (14%) of Net Transfer Proceeds.

More Definitions of Gross Transfer Proceeds

Gross Transfer Proceeds means an amount equal to the gross sale or transfer proceeds and other consideration given for the interests transferred (but in the case of a transfer to a party affiliated with or otherwise related to the transferor which constitutes a Change of Ownership that is not an Excluded Transfer, such consideration shall in no event be deemed to be less than the fair value of the interests transferred; if Lessee and County are unable to agree upon such fair value, then the matter shall be determined pursuant to Article 16.

Gross Transfer Proceeds shall have the meaning set forth in Section 4.8.

Gross Transfer Proceeds means (subject to Subsection 4.6.4.2) an amount equal to the gross sale or transfer proceeds and other consideration given for the interests transferred (but in the case of a transfer to a party affiliated with or otherwise related to the transferor which constitutes a Change of Ownership that is not an Excluded Transfer, such consideration shall in no event be deemed to be less than the fair value of the interests transferred). Notwithstanding any contrary provision of this Section 4.8, in the calculation of Net Transfer Proceeds and Net Refinancing Proceeds derived from a Change of Ownership or Financing Event, as applicable, pursuant to the remaining provisions of Section 4.8 below, there shall be no duplication of any amounts to be subtracted from Gross Transfer Proceeds or the gross principal amount of any Financing Event (as applicable), even if a particular amount qualifies for subtraction under more than one category.

Gross Transfer Proceeds means an amount equal to the gross sale or transfer proceeds and other consideration given for the interests transferred (but in the case of a transfer to a party affiliated with or otherwise related to the transferor which constitutes a Change of Ownership that is not an Excluded Transfer, such consideration shall in no event be deemed to be less than the fair value of the interests transferred; if Lessee and County are unable to agree upon such fair value, then the matter shall be determined pursuant to Article 16. Notwithstanding any contrary provision of this Section 4.8, in the calculation of Net Transfer Proceeds and Net Refinancing Proceeds derived from a Change of Ownership or Financing Event, as applicable, pursuant to the remaining provisions of Section 4.8 below, there shall be no duplication of any amounts to be subtracted from Gross Transfer Proceeds or the gross principal amount of any Financing Event (as applicable), even if a particular amount qualifies for subtraction under more than one category.

Gross Transfer Proceeds means an amount equal to the gross sale or transfer proceeds and other consideration given for the interests transferred (without deduction for costs or any other amounts), but in the case of a transfer to a party affiliated with or otherwise related to the transferor which constitutes a Change of Ownership that is not an Excluded Transfer, such consideration shall in no event be deemed to be less than the fair market value of the interests transferred; provided, if Lessee and County are unable to agree upon such fair market value, then the matter shall be resolved by arbitration in the manner prescribed in Subsection 4.3.3.‌

Gross Transfer Proceeds means an amount equal to the gross sale or transfer proceeds and other consideration given for the interests transferred to the extent attributable to the Leasehold Estate (but in the case of a transfer to a party affiliated with or otherwise related to the transferor which constitutes a Tenant Ownership Change that is not an Excluded Transfer, such consideration shall in no event be deemed to be less than the fair value of the interest transferred). It is expressly acknowledged and agreed that any gross sale or transfer proceeds or other consideration given specifically for Tenant’s business operations shall not be considered attributable to the Leasehold Estate.

Gross Transfer Proceeds means an amount equal to the gross sale or transfer proceeds and other consideration given for the interests transferred (but in the case of a transfer to a party affiliated with or otherwise related to the transferor which constitutes a Change of Ownership that is not an Excluded Transfer, such consideration shall in no event be deemed to be less than the fair value of the interests transferred; if Lessee and County are unable to agree upon such fair value, then the matter shall be determined pursuant to Article 16). With respect to a Financing Event, the “Net Proceeds Share” shall be the amount (if any) by which (I) twenty percent (20%) of the Net Refinancing Proceeds from such Financing Event exceeds (II) the Administrative Charge paid by Lessee to County in connection with the transaction. Notwithstanding the foregoing, in connection with any Financing Event used to fund the cost of the acquisition of an Ownership Interest in Lessee that constitutes an Excluded Transfer, if such Financing Event is secured by the Ownership Interest that is transferred, then the Net Refinancing Proceeds from such Financing Event shall not include the portion of the proceeds of such Financing Event used to fund the acquisition cost of such Ownership Interest. Notwithstanding any contrary provision of this Section 4.8, in the calculation of Net Transfer Proceeds and Net Refinancing Proceeds derived from a Change of Ownership or Financing Event, as applicable, pursuant to the remaining provisions of Section 4.8 below, there shall be no duplication of any amounts to be subtracted from Gross Transfer Proceeds or the gross principal amount of any Financing Event (as applicable), even if a particular amount qualifies for subtraction under more than one category.