Extraordinary Proceeds Clause Samples
The 'Extraordinary Proceeds' clause defines how funds received from unusual or non-recurring events, such as insurance payouts for major losses or proceeds from the sale of significant assets, are to be handled under the agreement. Typically, this clause specifies the allocation, distribution, or application of such proceeds among the parties, often differing from the treatment of regular income or revenue. Its core function is to ensure clarity and fairness in the distribution of unexpected or exceptional financial gains, preventing disputes over how these funds should be managed.
Extraordinary Proceeds. (a) If at any time the Borrower receives proceeds of an asset disposal by the Borrower (other than proceeds from the sale of Products) that will not be used for replacement in accordance with Section 7.02(f)(i) (Covenants – Negative Covenants - Asset Dispositions), then:
(i) if such proceeds are in an amount in the aggregate of less than one hundred thousand Dollars ($100,000) (taken together with any other such proceeds received by the Borrower during the then-current Fiscal Year), the Borrower shall transfer such funds to the Borrower Revenue Account; and
(ii) if such proceeds are in an amount equal to or greater than one hundred thousand Dollars ($100,000) (taken together with any other such proceeds received by the Borrower during the then-current Fiscal Year), such amounts shall be transferred by the Borrower to the Administrative Agent for application as a prepayment of the Loans in accordance with Section 3.08 (
Extraordinary Proceeds. All Extraordinary Proceeds shall be distributed to the Members in the following manner and in the following order of priority:
(i) First, to the Members in proportion to, and to the extent of, the balances standing in their respective Contribution Accounts;
(ii) Second, to the Investor Member and to the Managing Member according to their Percentage Interests, until the Investor Member has received cumulative distributions pursuant to Section 9.1 sufficient to yield a thirteen percent (13%) IRR (determined in accordance with the definition of IRR as illustrated on Schedule 6 hereto); provided that if the Investor Member has suffered a reduction in its Percentage Interest as a result of being a Failing Member, the determination of whether the Investor Member has received a thirteen percent (13%) IRR shall be made on a pro forma basis assuming the Investor Member received the distribution of Extraordinary Proceeds it would have received had its Percentage Interest not been so reduced;
(iii) Third, 30% to the Managing Member and 70% to the Investor Member until the Investor Member has received cumulative distributions pursuant to Section 9.1 sufficient to yield an eighteen percent (18%) IRR to the Investor (determined in accordance with the definition of IRR as illustrated on Schedule 6 hereto); provided that if the Investor Member has suffered a reduction in its Percentage Interest as a result of being a Failing Member, the determination of whether the Investor Member has received an eighteen percent (18%) IRR shall be made on a pro forma basis assuming the Investor Member received the distribution of Extraordinary Proceeds it would have received had its Percentage Interest not been so reduced; and
(iv) Fourth, 35% to the Managing Member and 65% to the Investor Member.
Extraordinary Proceeds. Promptly upon any officer of Issuer obtaining knowledge thereof, (A) any Casualty Event, damage or loss affecting any of the Projects, whether or not insured, if such casualty, damage or loss is reasonably expected to affect Issuer or any other Subject Companies, individually or in the aggregate, in excess of $100,000, (B) any Condemnation Event, (C) the receipt by any Subject Company of any other Extraordinary Proceeds in excess of $100,000, or (D) the application of any Extraordinary Proceeds pursuant to clauses (b) or (c) of the definition of “Excluded Extraordinary Proceeds;” provided, that, for the avoidance of doubt, Excluded Extraordinary Proceeds are Extraordinary Proceeds;
Extraordinary Proceeds. Unless the Majority Lenders otherwise agree, if any Loan Party shall receive Extraordinary Proceeds then, unless a Reinvestment Notice shall be delivered in respect thereof within fifteen (15) Business Days of the receipt of such Extraordinary Proceeds, Borrowers shall prepay the outstanding Loans in an amount equal to 100% of such Extraordinary Proceeds within ten Business Days following receipt thereof; provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, Borrowers shall prepay the outstanding Loans in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event.