Net Cash Proceeds of Sale means proceeds received by the Company in cash (including cash, equivalents readily convertible into cash, and such proceeds of any notes received as consideration of any other non-cash consideration) from the sale, assignment or other disposition of (but not the lease or license of) any Property, other than sales of inventory in the ordinary course of business and sales of accounts receivable pursuant to the Receivables Sale Agreement, net of (A) the costs of sale, assignment or other disposition, (B) any income, franchise, transfer or other tax liability arising from such transaction and (C) amounts applied to the repayment of Debt (other than the Obligations) secured by a Lien permitted by Section 7.1 on the asset disposed of, if such net proceeds arise from any individual sale, assignment or other disposition or from any group of related sales, assignments or other dispositions.
Net Cash Proceeds of Sale means, with respect to any Asset Sale, the Cash Proceeds of Sale of such sale less (i) all reasonable brokerage, legal and accounting fees and disbursements, and any governmental fees and taxes incurred (or reasonably expected to be incurred) in connection with such sale which are not payable to Affiliates of the Borrower (or, if to Affiliates, are in amounts no greater than would be payable in an arm's-length transaction); (ii) any Debt secured by the assets subject to such Asset Sale repaid with such proceeds (to the extent such repayment is permitted under the Loan Documents); and (iii) reserves against any liabilities incurred as a result of such Asset Sale reflected on the balance sheet of the Borrower or any of its Subsidiaries in accordance with GAAP; provided, however, that in the event any such reserve is subsequently decreased, other than as a result of the accrual or payment of any liability for which such reserve was established, Net Cash Proceeds of Sale with respect to such Asset Sale shall be increased by a like amount.
Net Cash Proceeds of Sale means (i) proceeds received by the U.S. Borrower or any Subsidiary of the U.S. Borrower, in cash (including cash, equivalents readily convertible into cash, and such proceeds of any notes or any other non-cash consideration received as consideration), from the sale, assignment or other disposition of (but not the lease or license of) any Property, other than sales permitted under clauses (b), (c), and (f) of Section 10.02, net of (a) the costs of sale, assignment or other disposition, (b) any income, franchise, transfer or other tax liability arising from such transaction and (c) amounts applied to the repayment of Indebtedness (other than the Obligations) secured by a Lien permitted by Section 10.03 on the asset disposed of, if such net proceeds arise from any individual sale, assignment or other disposition or from any group of related sales, assignments or other dispositions; and (ii) to the extent provided in Section 9.07(b), proceeds of insurance on account of the loss of or damage to any Property or Properties, and payments of compensation for any Property or Properties taken by condemnation or eminent domain.
Examples of Net Cash Proceeds of Sale in a sentence
Concurrently with the making of any prepayment pursuant to this Section 2.6, the Company shall deliver to the Lender an Officers' Certificate demonstrating the derivation of Net Cash Proceeds of Sale from the gross sales price of any correlative Asset Sale.
Immediately upon the receipt by any Borrower or Guarantor of any Net Cash Proceeds of Sale (other than from any Cash Flow Event), the Borrowers shall make or cause to be made a mandatory prepayment of the Obligations in an amount equal to one hundred percent (100%) of such Net Cash Proceeds of Sale.
Such proceeds shall constitute Net Cash Proceeds of Sale and shall be applied to the Obligations in accordance with SECTION 3.01(b)(iv).
Upon the sale of all of the stock owned by Borrower or any Subsidiary of, or the sale of all of the assets of, any Guarantor permitted hereunder and upon Agent's receipt of the Net Cash Proceeds of Sale thereof to the extent required under Section 2.08(a), such Guarantor shall be released from all obligations under the Guarantee and Collateral Agreement.
Concurrently with any prepayment of the Loans and/or reduction of the Tranche B Commitments, the Tranche D Commitments and Revolving Loan Commitments pursuant to this subsection 2.4A(ii)(a), Company shall deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the Net Cash Proceeds of Sale or Estimated Net Cash Proceeds, as the case may be.
More Definitions of Net Cash Proceeds of Sale
Net Cash Proceeds of Sale means (a) proceeds received by the Borrower or any Subsidiary Guarantor in cash from the sale, lease, assignment or other disposition of any Property, other than dispositions of assets permitted under Section 9.02(a), (c), (d), (f), (g), (h), (i), (k) and (l) (but including any proceeds received by the Borrower or any Subsidiary Guarantor (by dividend, distribution or otherwise) in connection with the issuance of Equity Interests by any of the Foreign Subsidiaries), net of (i) the costs of sale, assignment or other disposition, (ii) any income, franchise, transfer or other tax liability arising from such transaction (including payments made or to be made pursuant to the Tax Sharing Agreement and after taking into account any available tax credits or deductions arising from such transaction) and (iii) amounts applied to the repayment of Indebtedness (other than the Obligations) secured by a Lien permitted by Section 9.03 on the asset disposed of, if such net proceeds arise from any individual sale, assignment or other disposition or from any group of related sales, assignments or other dispositions; and (b) proceeds of insurance (net of the reasonable expenses of collection) on account of the loss of or damage to any such Property or Properties, and payments of compensation for any such Property or Properties taken by condemnation or eminent domain to the extent such proceeds are not utilized to repair or replace the Property subject to such loss, damage or condemnation within 180 days (or if consented to in writing by the Administrative Agent, 360 days) of the date of such loss, damage or condemnation; provided that any such proceeds not so utilized in such 180 day period shall immediately be deemed to be "Net Cash Proceeds of Sale". "Net Cash Proceeds of Sale" shall not include (x) rental income arising from the Borrower's sublease of office space at 375 Park Avenue, New York, New York, (y) net rental income not ix xxxxxx xx $0,000,000 xx xxx Xxxcal Year arising from the lease or sublease by the Borrower and the Subsidiary Guarantors of real property to other Persons (to the extent such lease or sublease is otherwise permitted hereunder) and (z) net proceeds from sales, leases, assignments or other dispositions of Property in an amount not to exceed the first $5,000,000 in the aggregate of such net proceeds received in any Fiscal Year.
Net Cash Proceeds of Sale shall not include (x) rental income arising from Foamex's sublease of office space at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, (y) rental income not in excess of $1,000,000 in any Fiscal Year arising from the lease or sublease by the Borrower and the Subsidiary Guarantors of real property to other Persons (to the extent such lease or sublease is otherwise permitted hereunder) and (z) proceeds from sales, leases, assignments or other dispositions of Property in an amount not to exceed the first $5,000,000 in the aggregate of such proceeds received in any Fiscal Year.
Net Cash Proceeds of Sale means (i) proceeds received by ------------------------- the Parent Guarantor or any of its Subsidiaries in cash (including cash, equivalents readily convertible into cash, and such proceeds of any notes received as consideration of any other non-cash consideration) from the sale, assignment or other disposition of (but not the lease or license of) any Property, other than sales permitted under clauses (b) and (c) and clauses (f) through (i) of Section 10.2, ------------------- ----------------------- ------------ net of (A) the costs of sale, assignment or other disposition, (B) any income, franchise, transfer or other tax liability arising from such transaction and (C) amounts applied to the repayment of Indebtedness (other than the Obligations) secured by a Lien permitted by Section ------- 10.3 on the asset disposed of, if such net proceeds arise from any ---- individual sale, assignment or other disposition or from any group of related sales, assignments or other dispositions; and (ii) to the extent provided in Section 9.8, proceeds of insurance on account of ----------- the loss of or damage to any such Property or Properties, and payments of compensation for any such Property or Properties taken by condemnation or eminent domain.
Net Cash Proceeds of Sale shall not include rental income not in excess of $1,000,000 in any Fiscal Year arising from the lease or sublease of the Philadelphia, Pennsylvania facility.
Net Cash Proceeds of Sale means cash payments (including Cash Equivalents and any cash received by way of deferred payment pursuant to a note receivable or otherwise (other than the portion of such deferred payment constituting interest, which shall be deemed not to constitute Net Cash Proceeds of Sale), but only as and when so received) received from an Asset Sale, net of costs of sale (including payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness other than the Loan required to be repaid under the terms thereof as a result of such Asset Sale), taxes to be paid as a result thereof and any amount required to be paid to any Person (other than the Company or any of its Subsidiaries) owning a beneficial interest in the assets disposed of in such Asset Sale.
Net Cash Proceeds of Sale means, (a) proceeds received by any Credit Party in cash (including cash, equivalents readily convertible into cash, and such proceeds of any notes received as consideration of any other non-cash consideration) from the sale, assignment or other disposition of any Property (including any Sale and Leaseback Transaction but not the lease or license of any Property), other than sales permitted under clauses (a), (c), (d), (e), and (f) of Section 9.02, net of (i) the costs of sale, assignment or other disposition, (ii) any income, franchise, transfer or other tax liability arising from such transaction and (iii) amounts applied to the repayment of Indebtedness (other than the Obligations) secured by a Lien permitted by Section 9.03 on the asset disposed of, if such net proceeds arise from any individual sale, assignment or other disposition or from any group of related sales, assignments or other dispositions; (b) proceeds which constitute or are deemed “Net Cash Proceeds of Sale” under, and as defined in, the Existing Credit Agreement; and (c) to the extent provided in Section 8.13), proceeds of insurance on account of the loss of or damage to any such Property or Properties, and payments of compensation for any such Property or Properties taken by condemnation or eminent domain.
Net Cash Proceeds of Sale means (i) proceeds received by the Borrower, any of its Subsidiaries, or Finance Affiliate in cash (including cash, equivalents readily convertible into cash, and such proceeds of any notes received as consideration or any other non-cash consideration) from the sale, assignment or other disposition of (but not the lease or license of) any Property, other than sales permitted under CLAUSES (b), (c)(ii)(a), and (d) of SECTION 10.02, net of (A) the costs of sale, assignment or other disposition, (B) any income, franchise, transfer or other tax liability arising from such transaction and (C) amounts applied to the repayment of Indebtedness (other than the Obligations) secured by a Lien permitted by SECTION 10.03 on the asset disposed of, if such net proceeds arise from any individual sale, assignment or other disposition or from any group of related sales, assignments or other dispositions; and (ii) to the extent provided in SECTION 9.08, proceeds of insurance on account of the loss of or damage to any such Property or Properties, and payments of compensation for any such Property or Properties taken by condemnation or eminent domain.