Net Asset Disposition Proceeds has the meaning assigned to it in Section 1.3(b)(ii).
Net Asset Disposition Proceeds means, with respect to any sale of any Property by the Borrower or its Subsidiaries, other than any sale permitted by Section 7.3 of this Agreement, the aggregate consideration received by the Borrower or its Subsidiaries from such sale less the sum of (a) the actual amount of the reasonable fees and commissions payable to Persons other than the Borrower or its Subsidiaries, (b) the reasonable legal expenses and other costs and expenses, including taxes payable, directly related to such sale that are to be paid by the Borrower or its Subsidiaries, and (c) any portion of such consideration that is required by the HPUC to be paid by the Borrower to its customers (whether as a cash payment or a reduction of billing rates charged by the Borrower to its customers that is directly attributable to such sale).
Net Asset Disposition Proceeds means, with respect to any sale or series of related sales of any Property by any of the Borrower or its Subsidiaries (including the direct or indirect sale of any stock or other Equity Securities of any such Loan Party other than the Borrower), other than any sale permitted by Section 6.2(c) of this Agreement, the aggregate consideration received by such Person from such sale less the sum of (a) the actual amount of the reasonable fees and commissions payable to Persons other than such Person or any Affiliate of such Person and (b) the reasonable legal expenses and other costs and expenses, including taxes payable, directly related to such sale that are to be paid by such Person.
More Definitions of Net Asset Disposition Proceeds
Net Asset Disposition Proceeds means cash payments (including cash ------------------------------ received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) received for an Asset Disposition, net of any bona fide direct costs incurred in connection with such Asset Disposition including (a) income taxes reasonably estimated to be actually payable within one year of the date of such Asset Disposition as a result of any gain recognized in connection with such Asset Disposition, (b) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans and Indebtedness under the Bridge Credit Agreement, the Amended and Restated 1999 180 Day Credit Agreement, and the Amended and Restated 1997 364 Day Credit Agreement) that is secured by a Lien on the stock or assets in question that is required to be repaid under the terms thereof as a result of such Asset Disposition, and (c) brokers' fees and legal fees incurred in connection with such Asset Disposition; provided, -------- however, that the first $50,000,000 of proceeds from the Pending IceHouse ------- Disposition shall not constitute Net Asset Disposition Proceeds.
Net Asset Disposition Proceeds means, with respect to any sale of any Property by any Loan Party (including the direct or indirect sale of any stock or other Equity Securities of any Loan Party other than the Borrower), other than any sale permitted by Section 6.2(c) of the Loan Agreement, the aggregate consideration received by such Person from such sale less the sum of (a) the actual amount of the reasonable fees and commissions payable to Persons other than such Person or any Affiliate of such Person and (b) the reasonable legal expenses and other costs and expenses, including taxes payable, directly related to such sale that are to be paid by such Person.
Net Asset Disposition Proceeds means, in respect of items listed in (a) or (b) of the definition of Permitted Asset Disposition, the aggregate net cash proceeds received by an Obligor therefrom after payment of reasonable expenses, commissions and the like (including brokerage, legal, accounting and investment banking fees and commissions) incurred in connection therewith.
Net Asset Disposition Proceeds means (a) in the case of any Asset Sale, the Net Sale Proceeds and (b) in the case of Recovery Events, cash proceeds (net of (i) reasonable costs (including, without limitation, legal costs and expenses), (ii) taxes incurred in connection with such Recovery Event, (iii) the amount of such proceeds required to be used to repay any Indebtedness (other than Indebtedness of the Lenders pursuant to this Agreement) which is secured by the respective assets subject to such Recovery Event) and (iv) payments (contractually required) in the nature of damages, warranties and third party claims payable as a result of such event).
Net Asset Disposition Proceeds means, with respect to any Asset Disposition, the gross cash proceeds received by the Borrower or such Subsidiary from such Asset Disposition, minus (i) attorneys’ fees, accountants’ fees, investment banking fees, and other bona fide fees, costs and expenses actually incurred in connection therewith and minus (ii) taxes paid and the Borrower’s reasonable and good faith estimate of income, franchise, sales, and other applicable taxes required to be paid by the Borrower or any Subsidiary in connection with such Asset Disposition.
Net Asset Disposition Proceeds means, with respect to any sale of any Property by the Borrower or its Subsidiaries, other than any sale permitted by Section 7.3, the aggregate consideration received by such Person from such sale (except in the case of Northwind Aladdin or any of its Subsidiaries, the Northwind Percentage of such consideration) less the sum of (a) the actual amount of the reasonable fees and commissions payable to Persons other than the Borrower and its Subsidiaries and (b) the reasonable legal expenses and other reasonable costs and expenses, including taxes payable, directly related to such sale that are to be paid by such persons.
Net Asset Disposition Proceeds means, in respect of each Permitted Asset Disposition, the aggregate cash proceeds received by an Obligor in respect thereof after deducting therefrom the aggregate of (i) reasonable fees, costs, expenses, commissions and the like (including brokerage, legal, accounting and investment banking fees and commissions) incurred in connection therewith, (ii) the outstanding principal amount of, premium or penalty, if any, and interest on any Debt (other than Loans) required to be repaid under the terms thereof as a result of such Permitted Asset Disposition, but only to the extent that such Debt is secured by Encumbrances on the assets disposed that are permitted hereunder to rank in priority to the Security, (iii) the amount of all Taxes paid (or reasonably estimated to be payable) and the amount of any reserves established to fund contingent liabilities reasonably estimated to be payable, in each case during the year that such Permitted Asset Disposition occurred or the next succeeding year and that are attributable to such Permitted Asset Disposition (as determined reasonably and in good faith by a financial officer of the Borrower), and (iv) appropriate amounts required to be reserved for reasonable and customary post-closing adjustments in connection with such Permitted Asset Disposition, provided that to the extent such reserve is then reduced, the amount of such reduction shall be deemed to be Net Asset Disposition Proceeds as of the date of such reduction.