Net Sale or Refinancing Proceeds definition
Net Sale or Refinancing Proceeds means the proceeds of:
(1) The sale or other disposition of any property of the Company, less the expenses of such sale or other disposition and less the portion of such proceeds used to discharge any indebtedness of the Company;
(2) Any borrowing secured by mortgage on any property of the Company, less the expenses of such borrowing and less the portion of such proceeds used to discharge any other indebtedness of the Company; and
(3) Any policy(ies) of fire and extended coverage insurance covering any property of the Company, less the portion of such proceeds used to discharge any indebtedness of the Company and less the portion of such proceeds used for the repair, replacement or reconstruction of such property and/or to construct or acquire other property.
Net Sale or Refinancing Proceeds has the meaning specified in Section 3.03b. hereof.
Net Sale or Refinancing Proceeds means the proceeds of: The sale or other disposition of any property of the Company, less the expenses of such sale or other disposition and less the portion of such proceeds used to discharge any indebtedness of the Company; Any borrowing secured by mortgage on any property of the Company, less the expenses of such borrowing and less the portion of such proceeds used to discharge any other indebtedness of the Company; and Any policy(ies) of fire and extended coverage insurance covering any property of the Company, less the portion of such proceeds used to discharge any indebtedness of the Company and less the portion of such proceeds used for the repair, replacement or reconstruction of such property and/or to construct or acquire other property. Unless the Manager decides to retain Net Sale or Refinancing Proceeds within the Company for investment or other purposes, the Manager shall distribute such Net Sale or Refinancing Proceeds in the following manner and order of priority: First, to the Original Parties (divided equally among them), to the extent of any accrued Preferred Return not previously distributed to them; Then, to the Original Parties (divided equally among them), to the extent that their capital contributions have not been returned to them pursuant to this Section 3.3(e)(2); and The balance, if any, among all of the Members, apportioned among them pro rata, based on their Applicable Percentages.
Examples of Net Sale or Refinancing Proceeds in a sentence
Members holding Interests specified in Section 5.1A may amend this Agreement; provided, however, that without the permission of the Members to be adversely affected by the amendment, this Agreement may not be amended so as to (i) modify the limited liability of a Member or (ii) alter the interest of a Member in Profits, Losses, Net Cash Flow or Net Sale or Refinancing Proceeds.
To the extent that Net Sale or Refinancing Proceeds are available for distribution to the Members, same shall be distributed to, and allocated between, the Members pro rata, based on their respective Applicable Percentages.
The Base Deferred Interest Amount shall be payable subsequent to the Amendment Date on the earliest possible payment dates specified in paragraph (e)(3) below on the basis and to the extent of 100% of Net Sale or Refinancing Proceeds, after the payment of accrued and unpaid Base Interest (and interest thereon) other than the Base Deferred Interest Amount, and prior to the payment of Deferred Interest and Contingent Interest.
The Partnership shall distribute Net Sale or Refinancing Proceeds in the same manner as it distributes Net Cash Flow for the applicable period under Section 5.1.
The General Partner may set aside as a reserve for contingencies or expend for any Partnership purpose any portion of Net Cash Flow or Net Sale or Refinancing Proceeds reasonably necessary or appropriate for taxes, insurance, indebtedness and operating expenses of the Partnership.
More Definitions of Net Sale or Refinancing Proceeds
Net Sale or Refinancing Proceeds means the proceeds of:
Net Sale or Refinancing Proceeds means the net proceeds remaining from any Capital Transaction after providing for the payment of all costs and expenses related thereto, the payment for any capital expenditures or expenses for which such proceeds are to be used, the satisfaction of any debt, the funding of any required escrows and reserves, and the setting aside of any reserves for creditors as determined jointly by UST and Prime.
Net Sale or Refinancing Proceeds means the net proceeds remaining from any sale or Disposition or taking of all or substantially all of the Partnership's property (including, without limitation, eminent domain or condemnation proceeds or proceeds from a Transfer under a threat of condemnation or eminent domain proceedings, title insurance proceeds and casualty insurance proceeds) or any refinancing of the FAME Bonds, in either case, after the payment of all costs and expenses related thereto, the payment for any capital expenditures or expenses for which such proceeds are to be used, and the setting aside of any reserves as reasonably determined by the General Partners.
Net Sale or Refinancing Proceeds means the proceeds of the sale or refinancing of any property or asset of the Company, less the expenses of such sale and less the portion of such proceeds utilized to discharge any indebtedness of the Company;
Net Sale or Refinancing Proceeds means, for any Mortgaged Property, an amount equal to either (as applicable) (a) the gross sales price and all other consideration derived or to be derived from the sale of such Mortgaged Property, MINUS the sum of (i) the amount of any sales commission actually paid or payable to an independent broker unaffiliated with Borrower with respect to such sale, (ii) the amount of any transfer taxes actually paid or payable by Borrower with respect to such sale, and (iii) other reasonable, actual and customary third party closing and transaction costs; or (b) the gross proceeds of the refinancing of such Mortgaged Property with a lender unaffiliated with Borrower, MINUS the sum of (i) the amount of any commissions actually paid or payable to an independent broker unaffiliated with Borrower with respect to such refinancing, (ii) the amount of any mortgage tax, recording or filing fees or charges actually paid or payable by Borrower with respect to such refinancing, (iii) the amount of all commitment, placement, structuring, advisory or other similar fees payable to the lender with respect to such refinancing, and (iv) other reasonable, actual and customary third party closing and transaction costs incurred or paid by Borrower in connection with such refinancing.
Net Sale or Refinancing Proceeds means the amount remaining from the Sale or Refinancing Proceeds after deducting the Cost Basis (except in the case of a Refinancing of the Project described in clause (iii) of the definition thereof, in which case there shall be no deduction). The "Cost Basis" for purposes of this definition (except as provided in the ensuing sentence) shall mean the number equal to $9,950,000, plus any amounts theretofore or thereupon added to the basis of the Project for federal income tax purposes (but not as an additional amount any construction period interest, whether or not added to the capital account) as a result of expenditures made with (x) the proceeds of a secondary financing secured by a lien on the Project in conformity with the Mortgage (including the Refinancing Proceeds resulting from a Refinancing of the Project based upon such a secondary financing), or (y) additional capital contributions to the Developer by its partners minus the principal amount of any Bonds theretofore paid. Notwithstanding the preceding sentence, in the context of a Sale of the Project, "Cost Basis" shall be modified by multiplying the amount determined according to the preceding sentence by the Disposition Factor (as a percentage) for the sale, transfer or other disposition in question.
Net Sale or Refinancing Proceeds means all cash received by the Company from any Project Entity or from the sale of such Project Entity other than amounts governed by Section 3.02 hereof, including, without limitation, (i) the cash received by the Company from each Project Entity as a result of the distribution by such Project Entity of Project Entity Net Sale or Refinancing Proceeds, and (ii) the net proceeds of the sale or other disposition of the Company's interest in any Project Entity or portion thereof or a financing or refinancing of any loan secured by such interest, after deducting therefrom any accounts payable owing by such Project Entity, including expenses and fees, and after deducting therefrom the expenses of such sale or other disposition and the portion of such proceeds utilized to discharge any indebtedness secured by such property and asset and any reserves established by the Investment Committee.