Net Cash Sale Proceeds definition

Net Cash Sale Proceeds. In respect of any Asset Sale or Asset Swap, the gross cash proceeds received by the Parent or any of its Subsidiaries, or in respect of any sale of TV Assets by an Excluded Subsidiary, the gross cash proceeds received by such Excluded Subsidiary, MINUS, in each case, the sum of (a) all reasonable out-of-pocket fees, commissions and other reasonable and customary direct expenses actually incurred in connection with such Asset Sale or Asset Swap or sale of TV Assets, including the amount of any transfer or documentary taxes required to be paid by such Person in connection with such Asset Sale or Asset Swap or sale of TV Assets, PLUS (b) the aggregate amount of cash so received by such Person which is required to be used to retire (in whole or in part) any Indebtedness (other than under the Loan Documents) of such Person permitted by this Credit Agreement that was secured by a lien or security interest permitted by this Credit Agreement (for purposes of determining whether Indebtedness and related liens were permitted by this Credit Agreement with respect to Indebtedness of an Excluded Subsidiary and related liens, Indebtedness of an Excluded Subsidiary and related liens shall not be deemed permitted unless such Indebtedness and related liens would have been permitted by this Credit Agreement had such Excluded Subsidiary been a Subsidiary) having priority over the liens and security interests (if any) of the Administrative Agent (for the benefit of the Administrative Agent and the Lenders) with respect to such assets transferred and which is required to be repaid in whole or in part (which repayment, in the case of any other revolving credit arrangement or multiple advance arrangement, reduces any commitment thereunder) in connection with such Asset Sale or Asset Swap or sale of TV Assets, PLUS (c) any cash reserve in an amount reasonably determined by the Borrower to be necessary in connection with indemnification obligations or potential post-closing purchase price adjustments relating to such Asset Sale or Asset Swap or sale of TV Assets so long as the Administrative Agent holds such cash reserve amount as cash collateral pursuant to ss.4.6 hereof (unless held by an Excluded Subsidiary in the case of a sale of TV Assets contributed to an Excluded Subsidiary in accordance with ss.10.3(k)) and the Borrower provides to the Administrative Agent an accounting of such proceeds reasonably satisfactory to the Administrative Agent. If the Parent or any of its Subsi...
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Net Cash Sale Proceeds means the net cash proceeds received by a Person in respect of any Asset Sale, less all out-of-pocket fees, commissions and other expenses actually incurred in connection with such Asset Sale, including the amount of any transfer or documentary taxes required to be paid by such Person in connection with such Asset Sale.
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Net Cash Sale Proceeds means the net cash proceeds received by a Person in respect of any Asset Sale, less the sum of (a) all out-of-pocket fees, commissions and other expenses actually incurred in connection with such Asset Sale, including the amount of any transfer or documentary taxes required to be paid by such Person in connection with such Asset Sale, (b) all income, transfer or other taxes payable in connection with such Asset Sale, whether actually paid or estimated by the Borrower to be payable in connection with such Asset Sale, (c) all reserves required to be established in accordance with GAAP or the definitive agreements relating to such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations and (d) the aggregate amount of cash so received by such Person which is required to be used to retire (in whole or in part) any Indebtedness (other than under the Loan Documents) of such Person permitted by this Credit Agreement that was secured by a lien or security interest permitted by this Credit Agreement having priority over the liens and security interests (if any) of the Administrative Agent (for the benefit of the Administrative Agent and the Lenders) with respect to such assets transferred and which is required to be repaid in whole or in part (which repayment, in the case of any other revolving credit arrangement or multiple advance arrangement, reduces the commitment thereunder) in connection with such Asset Sale.
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Examples of Net Cash Sale Proceeds in a sentence

  • The Borrowers shall deliver to the Administrative Agent, promptly upon receipt thereof, all Net Cash Sale Proceeds or proceeds relating to Casualty Events that may have to be applied to prepay the Revolving Credit Loans if not reinvested as permitted in § 4.1, to be held as Collateral pending reinvestment in accordance with such § 4.

  • Concurrent with the consummation of each such Asset Sale or Asset Swap permitted under clauses (e) and (g) above, the Borrower shall provide a detailed good faith estimate of the calculation of the Net Cash Sale Proceeds of such Asset Sale or Asset Swap together with the usage and anticipated usage of such Net Cash Sale Proceeds.

  • In addition to the foregoing, concurrently with the receipt by the Borrower or any Subsidiary of Net Cash Sale Proceeds from sales or other disposition of assets (other than in connection with sales or dispositions of assets permitted by Section 9.5.2), the Borrower shall pay to the Agent for the respective accounts of the Lenders an amount equal to one hundred percent (100%) of such Net Cash Sale Proceeds, to be applied in the manner set forth in Section 3.2.1 above.

  • Such payment shall be made promptly but in no event more than two (2) Business Days following receipt of such Net Cash Sale Proceeds by the Borrower or any Affiliate of the Borrower.

  • In addition to the foregoing, concurrently with the receipt by the Borrower or any Subsidiary of Net Cash Sale Proceeds from sales or other disposition of assets (other than in connection with sales or dispositions of assets permitted by Section 9.5.2), the Borrower shall pay to the Administrative Agent for the respective accounts of the Lenders an amount equal to one hundred percent (100%) of such Net Cash Sale Proceeds, to be applied in the manner set forth in Section 3.2.1 above.

  • The Borrowers shall deliver to the Administrative Agent, promptly upon receipt thereof, all Net Cash Sale Proceeds or proceeds relating to Casualty Events that may have to be applied to prepay the Revolving Credit Loans if not reinvested as permitted in §4.2(a) and (b), to be held as Collateral pending reinvestment in accordance with such §§4.2(a) and (b).

  • Notwithstanding the foregoing, with respect to Asset Sales and Asset Swaps of the assets of the Austin Partnership and RAM, Net Cash Sale Proceeds shall be calculated only to the extent of the Issuer’s and its Subsidiaries’ aggregate equity percentage in the Austin Partnership or RAM, as applicable.

  • With respect to any Subsidiary, the amount set forth under the heading "Minimum Net Cash Sale Proceeds" on SCHEDULE A attached hereto, which the parties have agreed is the minimum amount of Net Cash Sale Proceeds that must be realized from the sale of the stock or assets of such Subsidiary and available, after payment of the Agent's and the Banks' fees and expenses, to repay principal on the Loans in order for the consent of the Agent and the Banks to such sale set forth in ss.

  • The prior written consent of the Agent and the Banks shall be required for any such additional financing or investment, whether in the form of subordinated debt or preferred stock or convertible securities and the Agent and the Banks may condition such consent upon the use of all of the first $20,000,000 in Net Cash Sale Proceeds of such additional financing to repay Obligations.

  • As used herein, "Net Cash Sale Proceeds" shall mean the cash proceeds received from the Vineland Sale, net of broker's fees and other out-of-pocket costs and expenses payable in cash in connection with the closing of the Vineland Sale, such out-of-pocket costs and expenses to be approved by the Lender in writing, such approval not to be unreasonably withheld.


More Definitions of Net Cash Sale Proceeds

Net Cash Sale Proceeds means the net cash proceeds received by a Person in respect of any Asset Sale, less the sum of (a) all out-of-pocket fees, commissions and other expenses actually incurred in connection with such Asset Sale, including the amount of any transfer or documentary taxes required to be paid by such Person in connection with such Asset Sale, (b) the aggregate amount of cash so received by such Person which is required to be used to retire (in whole or in part) any Indebtedness (other than under the Loan Documents) of such Person permitted by this Agreement that was secured by a Lien permitted by this Agreement having priority over the Liens of the Administrative Agent (for the benefit of the Administrative Agent and the Lenders) with respect to such assets transferred and which is required to be repaid in whole or in part (which repayment, in the case of any other revolving credit arrangement or multiple advance arrangement, reduces the commitment thereunder) in connection with such Asset Sale, (c) any cash proceeds received by Cxxxxxxx after the Closing Date with respect to the sale of its corporate headquarters located at 5000 Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx and (d) any appropriate amounts set up as a reserve against liabilities associated with the assets or business so disposed of and retained by such Person after such Asset Sale, as reasonably determined by the Borrowers and the Administrative Agent; provided, that, to the extent all or any portion of such reserve is reversed or otherwise brought into income, the amount so reversed or otherwise recognized as income shall be included as Net Cash Sale Proceeds on a pro forma basis as if such amount were included at the time of such Asset Sale, and any incremental amount that would otherwise have been required to be prepaid pursuant to Section 2.13(b)(iii)(1) shall be due and payable within three (3) Business Days following any such reversal of such reserve or other recognition as income.
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Net Cash Sale Proceeds in relation to a Mortgaged Ship and (if relevant) its related Linkspans or share thereof which is sold (otherwise than on Credit Terms), the sale price of such Ship and (if relevant) Linkspans or share received by or on behalf of the relevant Shipowner (after deducting the relevant Shipowner's reasonable costs and out-of-pocket expenses incurred in connection with such sale including reasonable and proper costs of drydocking the relevant vessel and carrying out any repairs on the vessel for the purposes of complying with its obligations under the relevant sale agreement except insofar as the costs of such repairs are covered by insurance for the benefit of the relevant Shipowner);
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Net Cash Sale Proceeds in regard to any Subject Sale shall mean the amount of cash received by the Seller and all other Loan Parties on account of or arising from the closing of such Subject Sale minus the sum of the Seller’s reasonable and necessary expenses incurred in connection with the negotiation and consummation of such Subject Sale. To the extent the Sales Waivers are applicable to any particular Sale Property, Agent shall, and is authorized by all Lenders to, release all mortgages, liens and security interests encumbering such Sale Property upon receipt by Agent of Net Cash Sale Proceeds from the applicable Subject Sale in an amount greater than or equal to (or constituting) the Release Price reflected on Exhibit “B” or such other amount as may be authorized by the Required Lenders. The Sale Waivers are limited to the Subject Sale provided that it meets the Subject Sale Requirements and shall not waive any provisions of the Credit Agreement or any of the other Loan Documents as they may relate to any other facts and circumstances. The Subject Sale is mutually exclusive of those Subject Sales (the “Other Subject Sales”) described in that certain waiver letter and amendment dated on or about July 20, 2005 (the “Waiver Letter”, a true and complete copy of which is attached hereto as Exhibit “C” and made a part hereof), and none of the Other Subject Sales shall be affected or addressed by the terms of this Agreement, nor shall the Subject Sale be affected or addressed by the Waiver Letter.
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Net Cash Sale Proceeds means, with respect to any Asset Sale, the sum of (a) the cash proceeds received by or for the account of Borrower from such Asset Sale plus (b) the amount of cash received by or for the account of Borrower upon the sale, collection or other liquidation of any proceeds that are not cash from such Asset Sale, in each case net of (i) any amount required to be paid to any Person owning an interest in the assets disposed of, (ii) any amount applied to the repayment of Indebtedness secured by a Lien permitted under Section 8.2 on the asset disposed of, (iii) any transfer, income or other taxes payable as a result of such Asset Sale, (iv) professional fees and expenses, fees due to any governmental agency, broker's commission and other out-of-pocket costs of sale actually paid to any Person that is not an Affiliate of Borrower attributable to such Asset Sale and (v) any reserves established in accordance with GAAP in connection with such Asset Sale.
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Net Cash Sale Proceeds in regard to any Subject Sale shall mean the amount of cash received by the Seller and all other Loan Parties on account of or arising from the closing of such Subject Sale minus the sum of the Seller’s reasonable and necessary expenses incurred in connection with the negotiation and consummation of such Subject Sale.
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Net Cash Sale Proceeds means all proceeds of sale after payment of broker's fees, legal fees, real and personal property taxes, income taxes related to such sale in an amount approved by Lenders in their sole discretion, third-party indebtedness, including that indebtedness secured by Permitted Liens, and other customary closing costs.
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Related to Net Cash Sale Proceeds

  • Net Sale Proceeds means, with respect to any Asset Sale (including, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale), an amount in cash equal to the gross cash proceeds (including any cash received by way of deferred payment pursuant to a promissory note, receivable or otherwise, but only as and when received) received from such Asset Sale, net of (i) costs of, and expenses associated with, such Asset Sale (including fees and commissions), (ii) any taxes paid or payable as a result of such Asset Sale (including Borrower’s good faith estimate of any incremental income taxes that will be payable as a result of such Asset Sale, including pursuant to tax sharing arrangements or any tax distributions), (iii) payments of unassumed liabilities relating to the assets sold and required payments of any Indebtedness or other obligations (other than the Loans and Indebtedness secured on a pari passu or junior basis to the Loans) which are secured by the assets which were sold or would be in default under the terms thereof as a result of such Asset Sale, (iv) amounts provided as a reserve in accordance with U.S. GAAP against any liabilities under any indemnification obligation or purchase price adjustment associated with such Asset Sale (provided that to the extent and at the time any such amounts are released from such reserve to Borrower or any of its Restricted Subsidiaries, such amounts shall constitute Net Sale Proceeds), (v) cash escrows from the sale price for such Asset Sale (provided that to the extent and at the time any such amounts are released from escrow to Borrower or any of its Restricted Subsidiaries, such amounts shall constitute Net Sale Proceeds) and (vi) to the extent such Asset Sale involves any disposition of Investments made after the Closing Date, the permissibility of which was contingent upon the utilization of the Available Amount, the portion of the Available Amount so utilized in connection with such initial Investment.

  • 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.

  • Sale Proceeds All proceeds (excluding accrued interest, if any) received with respect to Assets as a result of sales of such Assets in accordance with the restrictions described in Article XII less any reasonable expenses incurred by the Collateral Manager, the Collateral Administrator or the Trustee (other than amounts payable as Administrative Expenses) in connection with such sales. Sale Proceeds will include Principal Financed Accrued Interest received in respect of such sale.

  • Asset Sale Proceeds means, with respect to any Asset Sale,

  • 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.

  • Gross Sales Proceeds with respect to each sale of Shares shall be the Gross Sales Price multiplied by the number of Shares sold;

  • Net Sales Proceeds means, in the case of a transaction described in clause (i)(A) of the definition of Sale, the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including all real estate commissions, closing costs and legal fees and expenses. In the case of a transaction described in clause (i)(B) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including any legal fees and expenses and other selling expenses incurred in connection with such transaction. In the case of a transaction described in clause (i)(C) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction actually distributed to the Company or the Operating Partnership from the Joint Venture less the amount of any selling expenses, including legal fees and expenses incurred by or on behalf of the Company (other than those paid by the Joint Venture). In the case of a transaction or series of transactions described in clause (i)(D) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction (including the aggregate of all payments under a Mortgage on or in satisfaction thereof other than regularly scheduled interest payments) less the amount of selling expenses incurred by or on behalf of the Company, including all commissions, closing costs and legal fees and expenses. In the case of a transaction described in clause (i)(E) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including any legal fees and expenses and other selling expenses incurred in connection with such transaction. In the case of a transaction described in clause (ii) of the definition of Sale, Net Sales Proceeds means the proceeds of such transaction or series of transactions less all amounts generated thereby which are reinvested in one (1) or more Assets within one hundred eighty (180) days thereafter and less the amount of any real estate commissions, closing costs, and legal fees and expenses and other selling expenses incurred by or allocated to the Company or the Operating Partnership in connection with such transaction or series of transactions. Net Sales Proceeds shall also include Refinancing Proceeds and any other amounts that the Company determines, in its discretion, to be economically equivalent to proceeds of a Sale. Net Sales Proceeds shall not include any reserves established by the Company, which shall be determined by the Board in its sole discretion.

  • Retained Asset Sale Proceeds shall have the meaning provided in Section 10.4.

  • Net Proceeds Amount means, with respect to any Transfer of any property by any Person, an amount equal to the difference of

  • Net Disposition Proceeds means, with respect to any sale, transfer or other disposition of any assets of the Borrower, any Parent Guarantor or any of their respective Subsidiaries (other than sales permitted pursuant to clause (a), (b) or (c) of Section 7.2.9), the excess of

  • 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.

  • Deferred Net Cash Proceeds Payment Date shall have the meaning provided such term in the definition of Net Cash Proceeds.

  • Adjusted gross proceeds means gross proceeds less cash prizes, cost of

  • Net Loss Proceeds means, with respect to any Event of Loss, the proceeds in the form of (a) cash or Cash Equivalents and (b) insurance proceeds, condemnation awards or damages awarded by any judgment, in each case received by the Company from such Event of Loss net of:

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

  • Net Available Proceeds means, with respect to any Asset Sale, the proceeds thereof in the form of cash or Cash Equivalents, net of

  • Deferred Net Cash Proceeds shall have the meaning provided such term in the definition of Net Cash Proceeds.

  • Gross Proceeds means a share of the gross production of oil, gas, condensate, and natural gas liquids free of any and all cost of producing, gathering, storing, separating, treating, dehydrating, compressing, processing, transporting, marketing, or pipeline construction and maintenance.

  • Capital Stock Sale Proceeds means the aggregate cash proceeds received by the Company from the issuance or sale (other than to a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees) by the Company of its Capital Stock (other than Disqualified Stock) after the Issue Date, 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.

  • Below Threshold Asset Sale Proceeds shall have the meaning assigned to such term in the definition of the term “Cumulative Credit.”

  • Noncash proceeds means proceeds other than cash proceeds.

  • Available Cash Flow means an amount, with respect to each Fiscal Year or portion thereof during the Term, equal to the excess, if any, of the Operating Profit over the Owner’s Priority.

  • Asset Sale Proceeds Account means one or more deposit accounts or securities accounts holding only the proceeds of any sale or disposition of any Notes Collateral.

  • Operating Cash Flow means the Company’s or a business unit’s sum of Net Income plus depreciation and amortization less capital expenditures plus changes in working capital comprised of accounts receivable, inventories, other current assets, trade accounts payable, accrued expenses, product warranty, advance payments from customers and long-term accrued expenses, determined in accordance with generally acceptable accounting principles.

  • Sales Proceeds means, with respect to any Transaction Vehicle, an amount equal to the aggregate amount of proceeds received by the Servicer from the purchaser in connection with the sale or other disposition of such Transaction Vehicle, net of any and all out-of-pocket costs and expenses incurred by the Servicer in connection with such sale or other disposition, including without limitation, all repossession, auction, painting, repair and any and all other similar liquidation and refurbishment costs and expenses.

  • Net Cash means, without duplication and in any event as of the Net Cash Determination Time and, as applicable, determined in a manner consistent with the manner in which such items were historically determined and in accordance with Check-Cap’s audited financial statements and unaudited interim balance sheet, the sum of (i) Check-Cap’s unrestricted cash and cash equivalents (excluding marketable securities, other than marketable securities acquired in accordance with Keystone’s written consent, which shall not be unreasonably withheld, but including, for the avoidance of doubt, unrestricted cash deposits and interest accrued thereon), plus (ii) restricted cash items set forth in Section 1.1 of the Check-Cap Disclosure Schedule minus (iii) current and long-term liabilities payable in cash (excluding non-cash liabilities) accrued at Closing pursuant to GAAP, minus (iv) all of Check-Cap’s unpaid Transaction Costs, minus (iv) the cost of redemption of all Check-Cap Warrants (including for the avoidance of doubt, the Check-Cap Registered Direct Warrants and Check-Cap Placement Agent Warrants) that have redemption rights according to their terms, and are outstanding as of immediately prior to the Israeli Merger Effective Time (assuming the full redemption thereof), plus (v) all prepaid Check-Cap expenses listed on Section 1.1 of the Check-Cap Disclosure Schedule, plus (vi) the amount of any expenses paid or liabilities incurred by Check-Cap during the Interim Period that the insurer under Check-Cap’s D&O insurance policy listed on Section 1.1 of the Check-Cap Disclosure Schedule has unconditionally and irrevocably agreed in writing to pay and are in excess of the deductible under such policy, plus (vii) the amount of any Check-Cap Legacy Transaction Eligible Proceeds (disregarding, for purposes of this definition, the proviso in the definition of “Check-Cap Legacy Transaction Eligible Proceeds”) to be received by Check-Cap for any Check-Cap Legacy Transaction at or prior to the Closing Date, or to which Check-Cap is contractually entitled as of the Closing Date to receive within ninety (90) days following the Closing Date (subject to no conditions other than the passage of time).