Real Property Sale Proceeds definition

Real Property Sale Proceeds means, (a) with respect to (i) any sale of, issuance of or other transfer of any direct or indirect common, preferred or other equity interests in the Real Estate Affiliates resulting in any direct or indirect equity holders in the Real Estate Affiliates or any affiliates thereof receiving cash proceeds or other consideration or (ii) the sale or refinancing of one or more of the Real Properties, the cash proceeds of such transaction net of (x) any bona fide direct costs or expenses incurred in connection with such transaction, including, without limitation, any applicable transfer taxes or recording charges payable by the Debtors or the Real Estate Affiliates in connection with such transaction together with any reasonable attorneys’ fees and costs in connection with such transaction; provided, however, such costs and expenses, together with the fees pursuant to clause (z) below, shall not exceed six percent (6%), (y) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any mortgage loan that is secured by a Lien on such Real Properties, if applicable, that is required to be paid to the mortgage lender upon the sale or refinancing of the applicable Real Property pursuant to the mortgage loan documents relating to such Real Property, and (z) reasonable investment banker or broker fees payable in connection with such transaction, if applicable, and (b) any casualty or condemnation with respect to the Real Properties, any insurance proceeds or condemnation award paid to the Real Estate Affiliates or any affiliates thereof net of (i) any bona fide direct costs or expenses incurred by the applicable Real Estate Affiliate in connection with collecting such insurance proceeds or condemnation award and (ii) any amounts required to be paid in connection
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Examples of Real Property Sale Proceeds in a sentence

  • Following consummation of each Real Property Sale or upon any condemnation or casualty of a Real Property, the applicable Real Estate Affiliate shall pay the Real Property Sale Proceeds to Fairmont pursuant to Section 4.7(a) of the Plan in satisfaction of any remaining unpaid amount of the Allowed Fairmont General Unsecured Claim directly from the escrow for the closing of the Real Property Sale and in all events, within one (1) Business Day after receiving such Real Property Sale Proceeds.

  • The Real Property Sale Proceeds shall not be used for any other purpose until the Allowed Fairmont General Unsecured Claim is indefeasibly paid in full in Cash as provided under Section 4.7 of the Plan.

  • Among other things, the consensual resolution provides for the payment of any Allowed Fairmont General Unsecured Claim, which the Debtors dispute exists in any amount, in whole or in part, from the Real Property Sale Proceeds, Additional Real Property Sale Proceeds, or alternate funding sources.

Related to Real Property Sale Proceeds

  • Sale Proceeds means the net proceeds from the sale and/or realisation of the Charged Assets (excluding any Charged Assets which comprise cash) by the Realisation Agent in accordance with the Conditions (after deduction therefrom by the Realisation Agent of its usual fees and any costs and expenses incurred in connection with the sale of such Charged Assets). 7. Additional Provisions:

  • Wholesale acquisition cost means the same as that term is defined in 42 U.S.C. Sec. 1395w-3a.

  • 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 Lead 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 Lead 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 Lead 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 First Restatement Effective 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.

  • Real Estate Assets means any investment by the Company or the Operating Partnership in unimproved and improved Real Property (including fee or leasehold interests, options and leases), directly, through one or more subsidiaries or through a Joint Venture.

  • Net Asset Sale Proceeds means, with respect to any Asset Sale, an amount equal to (i) cash payments (including any cash received by way of release from escrow or deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) received by Holdings, any Borrower or any of the Restricted Subsidiaries from such Asset Sale, minus (ii) any bona fide direct costs incurred in connection with such Asset Sale, including (a) sales, transfer, income, gains or other taxes payable (or estimated in good faith by Holdings to become payable) in connection with such Asset Sale, (b) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans, any Junior Financing, any Credit Agreement Refinancing Indebtedness or any Second Lien Term Facility Indebtedness) that is secured by a Lien on the Equity Interests or assets in question and that is required to be repaid under the terms thereof as a result of such Asset Sale, (c) a reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any taxes deducted pursuant to clause (a) above) (x) related to any of the applicable assets and (y) retained by the Borrowers or applicable Restricted Subsidiary, including, without limitation, pension and other post-employment benefit liabilities related to environmental matters or for any indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Asset Sale undertaken by Holdings, any Borrower or any of the Restricted Subsidiaries in connection with such Asset Sale; provided, upon release of any such reserve, the amount released shall be considered Net Asset Sale Proceeds, (d) the out of pocket expenses, costs and fees incurred with respect to legal, investment banking, brokerage, advisor and accounting and other professional fees, sales commissions and disbursements, survey costs, title insurance premiums and related search and recording charges, in each case actually incurred in connection with such sale or disposition and payable to a Person that is not an Affiliate of Holdings, (e) in the case of any Asset Sale by a non-wholly-owned Restricted Subsidiary, the pro rata portion of the Net Asset Sale Proceeds thereof (calculated without regard to this clause (e)) attributable to minority interests and not available for distribution to or for the account of any Borrower or a wholly-owned Restricted Subsidiary as a result thereof and (f) in the case of any such cash payments received (or subsequently received) by any Foreign Subsidiary, any taxes that would be payable (or estimated in good faith by Holdings to become payable) in connection with the repatriation of such cash proceeds to any Borrower or any Guarantor Subsidiary.

  • Borrowing Base Properties means the Oil and Gas Properties of the Loan Parties included in the Initial Reserve Report and thereafter in the most recently delivered Reserve Report delivered pursuant to Section 8.12.

  • Real Property Assets means, as of any time, the real property assets (including interests in participating mortgages in which the Borrower’s interest therein is characterized as equity according to GAAP) owned directly or indirectly by the Borrower, EQR and the Consolidated Subsidiaries of either or both at such time.

  • Sale Assets is defined in Section 5.2(a)(ii).

  • Real Estate Asset means, at any time of determination, any interest (fee, leasehold or otherwise) then owned by any Credit Party in any real property.

  • Undepreciated Real Estate Assets as of any date means the cost (original cost plus capital improvements) of real estate assets of the Company and its Subsidiaries on such date, before depreciation and amortization, determined on a consolidated basis in accordance with GAAP.

  • Rental Property means a hotel room, vacation home, or other rental property You booked for Your stay during Your Trip.

  • Operating Property means any property owned, leased, or operated by the Party in question or by any of its Subsidiaries or in which such Party or Subsidiary holds a security interest or other interest (including an interest in a fiduciary capacity), and, where required by the context, includes the owner or operator of such property, but only with respect to such property.