Net Cash Flow from Sale or Refinance definition

Net Cash Flow from Sale or Refinance means the cash flow resulting from the repayment of all or any portion of any investments, or the sale, financing or refinancing of all or any portion of any real estate owned properties held by the Company, less cash expenditures of the Company and the amount of any funds the Manager, in its reasonable discretion, determines to set aside for contingencies and the establishment of reasonable and prudent working capital and reserves, or for investment in additional investments.
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Net Cash Flow from Sale or Refinance means, for any Fiscal Year or part thereof, the excess, if any, of: (i) all proceeds received from the repayment of all or any portion of any Investments, or the sale, financing or refinancing of all or any portion of any real estate owned properties held by the Company; less (ii) the sum of (A) all cash expenditures of the Company (including capital expenditures and payments with respect to indebtedness and other short and long term obligations), (B) the amount of any funds the Manager, in its reasonable discretion, determines to set aside for contingencies and the establishment of reasonable, prudent reserves; and (C) the amount of any funds the Manager, in its reasonable discretion, determines to set aside for investment in additional Investments; provided, however, that with respect to any amount received by the Company that constitutes repayment of interest or fees under an Investment, it is intention of the Company and the Manager that such amount shall be distributed to the Members in accordance with this Agreement. Net Income and Net Loss - for each fiscal year or other period, the taxable income or loss of the Company, or particular items thereof, determined in accordance with the accounting method used by the Company for federal income tax purposes with the following adjustments: (a) all items of income, gain, loss, deduction or expense specially allocated pursuant to this Agreement (including Section 5.2) shall not be taken into account in computing such taxable income or loss; (b) any income of the Company that is exempt from federal income taxation and not otherwise taken into account in computing Net Income and Net Loss shall be added to such taxable income or loss; (c) if the Book Value of any asset differs from its adjusted tax basis for federal income tax purposes, any gain or loss resulting from a disposition of such asset shall be calculated with reference to such Book Value; (d) upon an adjustment to the Book Value of any asset pursuant to the definition of Book Value, the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss; (e) if the Book Value of any asset differs from its adjusted tax basis for federal income tax purposes the amount of depreciation, amortization or cost recovery deductions with respect to such asset for purposes of determining Net Income and Net Loss shall be an amount which bears the same ratio to such Book Value as the federal income tax depreciation, amortization or...
Sample 1
Net Cash Flow from Sale or Refinance means, for any Fiscal Year or part thereof, the excess, if any, of: (i) all proceeds received from the repayment of all or any portion of any Investments, or the sale, financing or refinancing of all or any portion of any real estate owned properties held by the Company; less (ii) the sum of (A) all cash expenditures of the Company (including capital expenditures and payments with respect to indebtedness and other short and long term obligations), (B) the amount of any funds the Manager, in its reasonable discretion, determines to set aside for contingencies and the establishment of reasonable, prudent reserves; and (C) the amount of any funds the Manager, in its reasonable discretion, determines to set aside for investment in additional Investments; provided, however, that with respect to any amount received by the Company that constitutes repayment of interest or fees under an Investment, it is intention of the Company and the Manager that such amount shall be distributed to the Members in accordance with this Agreement. Offering Memorandum - any Private Placement Memorandum or similar offering document distributed to a Member in connection with the offering of Units as amended, supplemented or modified. Organizational Expenses - all costs and expenses of the Company relating to the organization of the Company and the offer and sale of Interests. Ownership Limit - means nine and eight-tenths percent (9.8%) (or, prior to January 1, 2023, the greater of such percentage or the percentage owned by a particular Member as of the date hereof) in value or in number of Units, whichever is more restrictive, of the outstanding Units of the Company, or of any class or series of Units of the Company, excluding any outstanding Units not treated as outstanding for U.S. federal income tax purposes, or such other percentage determined from time to time by the Manager in accordance with Section 10.5(j). The number and value of the outstanding Units shall be determined by the Manager in its sole discretion, and those determinations shall be conclusive for all purposes hereof. Partnership Representative - The person appointed pursuant to this Agreement to serve as the “partnership representative” (as defined in Code Section 6223 and any analogous provisions of any state and local laws).
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Related to Net Cash Flow from Sale or Refinance

  • Net Cash Flow means, with respect to the Property for any period, the amount obtained by subtracting Operating Expenses and Capital Expenditures for such period from Gross Income from Operations for such period.

  • Net Asset Sale Proceeds means, with respect to any Asset Sale, Cash payments (including any 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 from such Asset Sale, net of any bona fide direct costs incurred in connection with such Asset Sale, including (i) income taxes reasonably estimated to be actually payable within two years of the date of such Asset Sale as a result of any gain recognized in connection with such Asset Sale and (ii) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans) that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result of such Asset Sale.

  • Performing Cash Pay Mezzanine Investments means Mezzanine Investments (a) as to which, at the time of determination, not less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semi-annual or annual period (as applicable) is payable in cash and (b) which are Performing.

  • Excess Cash Flow means, for any period, an amount equal to the excess of:

  • Net Cash Proceeds with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale net of attorneys' fees, accountants' fees, underwriters' or placement agents' fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

  • Excess Cash Flow Period means each fiscal year of the Borrower, commencing with the fiscal year of the Borrower ending on December 31, 2016.

  • Performing Cash Pay High Yield Securities means High Yield Securities (a) as to which, at the time of determination, not less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semiannual or annual period (as applicable) is payable in cash and (b) which are Performing.

  • Free Cash Flow means, for any Person for any period, EBITDA plus cash interest income of such Person for such period, less income taxes, Capital Expenditures and Investments (to the extent made in compliance with this Agreement), Scheduled Debt Service (if any) and variations in working capital made in the ordinary course of business, with respect to such period.

  • First Lien Net Leverage Ratio means, with respect to any Test Period, the ratio of (i) Consolidated Total Indebtedness secured on a first lien basis, net of Unrestricted Cash, as of the last day of such Test Period, to (ii) Consolidated EBITDA for such Test Period.

  • Consolidated Cash Interest Expense means, for any period, Consolidated Interest Expense for such period, excluding any amount not payable in Cash.