Net Proceeds of a Capital Transaction. With respect to the Property, the net cash proceeds from a Capital Transaction less any portion thereof used to (i) establish reserves as reasonably determined by the Manager, (ii) repay any debts or other obligations of the Company and/or Owner LLC (including Cash Shortfall Loans), or (iii) restore the Property following a casualty or condemnation. “Net Proceeds of a Capital Transaction” shall include all principal, interest and other payments as and when received with respect to any note or other obligation received by the Company in connection with a Capital Transaction and shall expressly exclude Net Proceeds of a Financing.
Net Proceeds of a Capital Transaction means the proceeds received by the Company in connection with a Capital Transaction, after (i) the payment of all costs and terminating expenses of any kind or nature incurred by the Company in connection with such Capital Transaction, (ii) the utilization of any such proceeds in connection with the discharge of debts and other obligations of the Company (including any loans to the Company made by Members and any accrued but unpaid interest thereon) required or intended (as determined by the Managing Member, in its sole and absolute discretion) to be discharged with the proceeds of such Capital Transaction, and (iii) the retention of such proceeds or a portion of such proceeds in connection with creation of or addition to a reserve established pursuant to Section 4.06 (as determined by the Managing Member in its sole and absolute discretion). "Net Proceeds of an Interim Capital Transaction" and "Net Proceeds of a Terminating Capital Transaction" mean the amount of Net Proceeds received by the Company with respect to an Interim Capital Transaction or a Terminating Capital Transaction, as the case may be.
Net Proceeds of a Capital Transaction means the proceeds received by the Partnership in connection with a Capital Transaction, after (a) the payment of all costs and expenses of any kind or nature incurred by the Partnership in connection with such Capital Transaction, (b) the utilization of any such proceeds in connection with the discharge of debts and other obligations of the Partnership required or intended (as determined by the Managing General Partner, in its sole and absolute discretion) to be discharged with the proceeds of such Capital Transaction and (c) the retention of such proceeds or a portion thereof in connection with the creation of or addition to any reserves established by the Managing General Partner, in its sole discretion, to provide for any amounts required to be paid by the Partnership. “Net Proceeds of a Capital Transaction” does not include any interest payable on installment obligations received by the Partnership upon a Capital Transaction.
Examples of Net Proceeds of a Capital Transaction in a sentence
All distributions of assets in-kind shall be made at Book Value as determined pursuant to Section 5.3 and shall be distributed to the Partners in the same manner as a distribution of Net Proceeds of a Capital Transaction would have been made if such assets had been sold.
If the Limited Partner has received distributions of Net Cash Flow or Net Proceeds of a Capital Transaction, it may be obligated under the Act to repay or restore to the Partnership all or a portion of the amount received if such distributions cause the fair market value of the Partnership's assets to be less than the Partnership's liabilities.
All distributions of Net Cash Flow or Net Proceeds of a Capital Transaction or repayments by the Company of any Cash Shortfall Loans otherwise payable to Inland shall be made instead to Cordish until all Default Loans (including accrued and unpaid interest) made by Cordish have been repaid in full.
Notwithstanding anything to the contrary contained herein, without the prior consent of the Members, no distribution of Net Cash Flow or Net Proceeds of a Capital Transaction shall be made hereunder if such distribution would cause the Company to default under any Key Document or violate Section 18-607 of the Delaware Act or other applicable law.
Net Cash Flow and/or Net Proceeds of a Capital Transaction shall be distributed to the Members as set forth in Section 4.2 below.
More Definitions of Net Proceeds of a Capital Transaction
Net Proceeds of a Capital Transaction. As defined in Section 4.01.
Net Proceeds of a Capital Transaction means, the net cash proceeds from a Capital Transaction less any portion thereof used to (a) establish reserves as reasonably determined by the Manager, (b) repay any debts or other obligations of the Company, or (c) pay expenses or costs incurred in connection with such Capital Transaction that would not have been incurred but for such Capital Transaction. “Net Proceeds of a Capital Transaction” shall include all principal, interest and other payments as and when received with respect to any note or other obligation received by the Company in connection with a Capital Transaction.
Net Proceeds of a Capital Transaction. Means the net cash proceeds (other than insurance proceeds for lost rental incomes) from a Capital Transaction less any portion thereof used to (i) establish (and contribute to) such reserves as are required under any Financing Documents or additional reasonable reserves required to operate the Company, (ii) repay any debts or other obligations of the Company in connection with such Capital Transaction (iii) restore the Property following a casualty or condemnation, (iv) pay costs reasonably and actually incurred in connection with the Capital Transaction, (v) pay creditors in the event of a liquidation or (vi) repay Shortfall Loans. “Net Proceeds of a Capital Transaction” shall include all principal, interest and other payments as and when received with respect to any note or other obligation received by the Company in connection with a Capital Transaction.
Net Proceeds of a Capital Transaction. Means the net cash proceeds (other than insurance proceeds for lost rental incomes) from a Capital Transaction less any portion thereof used to (i) establish (and contribute to) such reserves as are required under any Financing Documents or additional reasonable reserves as determined by Operating Company, (ii) repay any debts or other obligations of the Company in connection with such Capital Transaction (iii) restore any Company Assets following a casualty or condemnation, (iv) pay costs reasonably and actually incurred in connection with the Capital Transaction, or (v) pay creditors in the event of a liquidation. “Net Proceeds of a Capital Transaction” shall include all principal, interest and other payments as and when received with respect to any note or other obligation received by the Company in connection with a Capital Transaction.
Net Proceeds of a Capital Transaction means the net proceeds received by the Company in connection with a Capital Transaction after payment of all costs and expenses incurred by the Company in connection with such Capital Transaction, including, without limitation, brokers’ commissions, loan fees, other closing costs, the cost of any alteration, improvement, restoration or repair of Company assets necessitated by or incurred in connection with such Capital Transaction, any reserves determined by the Board of Managers and the payment of any loans that should be appropriately paid, as determined by the Board of Managers.
Net Proceeds of a Capital Transaction means the proceeds received by the Partnership in connection with a Capital Transaction, after (i) the payment of all costs and expenses of any kind or nature incurred by the Partnership in connection with such Capital Transaction, (ii) the utilization of any such proceeds in connection with the discharge of debts and other obligations of the Partnership required or intended (as determined by the Managing General Partner, in its sole and absolute discretion) to be discharged with the proceeds of such Capital Transaction, (iii) the retention of such proceeds or a portion thereof in connection with creation of or addition to the Working Capital Reserve established pursuant to Section 7.5 or the acquisition, improvement or replacement of property, the financing of tenants or reinvestment or other use in the business of the Partnership (all as determined by the Managing General Partner, in its sole and absolute discretion), or (iv) the retention of such proceeds or a portion thereof in connection with the creation of or addition to any reserves established by the to provide for any amounts required to be paid by the Partnership either pursuant to Section 8.06 in connection with the Successor Policy, pursuant to Section 8.12 pursuant to the purchase of title to any Restricted Restaurant Property subject to a Primary Lease or for other reinvestment or use, all as the Managing General Partner shall deem necessary or advisable in its sole and absolute discretion. In the event the proceeds of any Interim Capital Transactions are to be paid in more than one installment, then each such installment shall be treated as a separate Interim Capital Transaction for purposes of this Article VI.
Net Proceeds of a Capital Transaction means the net proceeds (including any released reserves) of a Capital Transaction after payment of or reduction for (a) the debts and liabilities of the applicable Target Company to the extent paid or satisfied in connection with such transaction, including, without limitation, outstanding loans and any accrued interest thereon or any prepayment penalty or other premium or fee payable in connection therewith, (b) if appropriate, the application of such proceeds to their intended use (e.g., capital or leasehold improvements or repairs (or reserves therefor) or restoration, or repayment of any outstanding loans), (c) the payment of any and all costs and expenses incurred in connection with the transaction, including, without limitation, attorneys’ fees and disbursements, brokerage fees, transfer or similar taxes, any and all reasonable and customary transaction costs, and, if appropriate, the costs and expenses incurred in connection with the dissolution and liquidation of the Company, and (d) reserves established from time to time in such amounts and for such purposes as the Managing Members shall determine each in its good faith judgment.