Net Disposition Proceeds Clause Samples
The Net Disposition Proceeds clause defines how the proceeds from the sale or disposition of an asset are calculated after deducting certain costs and expenses. Typically, this clause specifies that only the net amount remaining after paying off debts, taxes, transaction fees, and other related costs will be distributed among the relevant parties. For example, if a property is sold, the net proceeds would be the sale price minus outstanding mortgages, broker commissions, and closing costs. The core function of this clause is to ensure that only the actual, realized value from a transaction is shared, thereby providing clarity and fairness in the allocation of sale proceeds.
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Net Disposition Proceeds. The Borrowers agree that notwithstanding anything to the contrary contained in the second sentence of the definition of “Net Disposition Proceeds” in the Credit Agreement, Net Disposition Proceeds shall exclude only an aggregate amount equal to $500,000 of proceeds of Permitted Dispositions received on or after July 1, 2001 through and until the termination of the Forbearance Period, provided that the proceeds of (i) any Permitted Disposition resulting in proceeds of less than $50,000 and (ii) the sale of Obsolete Inventory (as defined below), shall also be excluded from Net Disposition Proceeds and shall not be counted toward the $500,000 basket. “Obsolete Inventory” shall mean inventory for which the U.S. Borrower took an inventory reserve for Fiscal Year 2001 or which comprises part of a discontinued product line, other than inventory transferred in connection with a sale of all of the stock, all or substantially all of the assets, or a division or other similar operating or administrative unit of a Borrower or a Subsidiary or Affiliate of a Borrower. As part of the second weekly rolling cash flow forecast for any month, the U.S. Borrower shall deliver to the Agents, with respect to the prior month, a report certified by ▇▇▇▇▇ ▇▇▇▇▇, of the sales value, standard cost and inventory reserve associated with the Obsolete Inventory sold in such month.
Net Disposition Proceeds. Subject to the terms of the Intercreditor Agreement, no later than the fifth Business Day after the date of receipt by Borrowers, the Guarantors or any of their Subsidiaries of Net Disposition Proceeds from any Disposition which is not an Ordinary Course Disposition after the Closing Date, Borrowers shall prepay the Loans and pay accrued and unpaid interest thereon in an aggregate amount equal to, (x) with respect to any such Net Disposition Proceeds received during the period beginning on the Closing Date and ending on the date which is the first anniversary of the Closing Date, 50% of such Net Disposition Proceeds, (y) with respect to any such Net Disposition Proceeds received thereafter, 75% of such Net Disposition Proceeds and (z) with respect to any such Net Disposition Proceeds received from the Disposition of any Casden Asset after the occurrence and during the continuation of an Event of Default, 100% of such Net Disposition Proceeds; provided, however, that, upon the occurrence and during the continuation of a Revolver Payment Default, Net Disposition Proceeds from the Disposition of any asset (other than the Casden Assets) are not required to be applied to prepay the Loans provided such amounts are used to reduce outstanding obligations under the Revolving Credit Agreement, if any, until any such obligations are reduced to zero, and thereafter such Net Disposition Proceeds shall be used to prepay the Loans.
Net Disposition Proceeds. No later than the fourth Business Day after the date of receipt by the REIT, Borrowers, the Guarantors or any of their Subsidiaries of Net Disposition Proceeds from any Disposition which is not an Ordinary Course Disposition after the Closing Date, Borrowers shall apply an aggregate amount equal to 100% of such Net Disposition Proceeds to prepay the Loans and pay accrued and unpaid interest thereon.
Net Disposition Proceeds. Subject to the terms of the Intercreditor Agreement, no later than the fifth Business Day after the date of receipt by the REIT, Borrower, the Guarantors or any of their Subsidiaries of Net Disposition Proceeds from any Disposition which is not an Ordinary Course Disposition after the Closing Date, Borrower shall prepay the Loans in an aggregate amount equal to 100% of such Net Disposition Proceeds.
(1) Treatment of Net Disposition Proceeds Through December 31, 2000. Notwithstanding anything which may be construed to the contrary in this Section 2.03(c)(ii), if no Event of Default has occurred or is then existing under the Loans, then for the period from the day after the Closing Date through and including December 31, 2000, no amortization payment shall be required under this Section 2.03(c)(ii) with respect to Net Disposition Proceeds in an aggregate amount equal to the lesser of (a) $100,000,000 or (b) the aggregate amount of Net Disposition Proceeds received by the REIT, Borrower or the Guarantors or any of their subsidiaries from July 31, 2000 through and including December 31, 2000.
(2) Treatment of Net Disposition Proceeds Through June 30, 2001. Notwithstanding anything which may be construed to the contrary in this Section 2.03(c)(ii), if no Event of Default has occurred or is then existing under the Loans, then for the period from the date, if any, on which the aggregate outstanding principal amount of the Loans plus the undrawn amount of the Combined Commitments permitted to be drawn hereunder are equal to or less than $205,000,000 through and including June 30, 2001, amortization required under this Section 2.03(c)(ii), shall only be an amount equal to 75% of Net Disposition Proceeds generated by Dispositions, 43 44
Net Disposition Proceeds. Not later than the Business Day following the receipt by the Borrower of Net Disposition Proceeds in connection with any Disposition not permitted by Section 6.04, the Borrower shall prepay the Loans in an amount equal to such Net Disposition Proceeds, at par in accordance with Section 2.07(c).
Net Disposition Proceeds. Subject to the terms of the Intercreditor Agreement, no later than the fourth Business Day after the date of receipt by the REIT, Borrower, the Guarantors or any of their Subsidiaries of Net Disposition Proceeds from any Disposition which is not an Ordinary Course Disposition after the Closing Date, Borrower shall apply an aggregate amount equal to 100% of such Net Disposition Proceeds to prepay the Loans and pay accrued and unpaid interest thereon; provided, however, that Net Disposition Proceeds from the Disposition of any Oxford Asset are not required to be applied to prepay the Loans provided such amounts are used to reduce outstanding obligations under the Bridge Credit Agreement, if any, until any such obligations are reduced to zero, and thereafter such Net Disposition Proceeds shall be used to prepay the Loans.
Net Disposition Proceeds. In the event the Parent or any of its Subsidiaries receives any Net Disposition Proceeds, VHC shall deliver to the Administrative Agent a calculation of the amount of such Net Disposition Proceeds, and, to the extent the aggregate amount of such proceeds received by the Parent and its Subsidiaries in connection with any single transaction or series of related transactions exceeds $2,000,000, the Borrowers shall within 30 days after receipt of such Net Disposition Proceeds, be obligated, jointly and severally, to make a mandatory prepayment of the Loans in an amount equal to 100% of such Net Disposition Proceeds; PROVIDED, HOWEVER, that upon written notice by VHC to the Administrative Agent not less than 30 days following receipt of any Net Disposition Proceeds (other than proceeds in respect of the LD Disposition), an aggregate amount of up to $25,000,000 (as such amount may be increased with the consent of the Required Lenders) of such proceeds over the term of this Agreement may be retained by VHC and its Subsidiaries (and be excluded from the prepayment requirements of this clause) if (x) VHC informs the Administrative Agent in such notice of its good faith intention to apply (or cause one or more of its Subsidiaries to apply) such Net Disposition Proceeds to the acquisition of other assets or properties consistent with the businesses permitted to be conducted pursuant to SECTION 7.2.1 (including by way of merger or Investment), and (y) within 365 days following the receipt of such Net Disposition Proceeds, such proceeds are applied or committed to such acquisition. The amount of such Net Disposition Proceeds unused or uncommitted after such 365-day period shall be applied to the Loans as set forth in SECTION 3.1.
Net Disposition Proceeds. See §5.5(e). Net Income (or Loss). With respect to any Person (or any asset of any Person) with respect to any period, the net income (or loss) of such Person (or attributable to such asset), determined in accordance with GAAP. Net Offering Proceeds. The total gross cash proceeds received by REIT or any of its Subsidiaries as a result of an Equity Offering or as a result of receipt of any contribution of capital less the customary and reasonable costs, expenses and discounts paid by REIT or such Subsidiary in connection therewith. Net Operating Income. For any Real Estate and for a given period, an amount equal to the sum of (a) the gross revenues from such Real Estate for such Real Estate for such period received in the ordinary course of business from tenants (excluding (i) pre-paid rents and revenues and security deposits except to the extent applied in satisfaction of tenants’ obligations for rent and (ii) all rents common area reimbursements and other income for such Real Estate received from tenants in default of obligations under their Lease or with respect to Leases as to which the tenant or any guarantor thereunder is subject to any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution, liquidation or similar debtor relief proceeding), minus (b) all expenses paid or accrued and related to the ownership, operation or maintenance of such Real Estate for such period, including, but not limited to, taxes, assessments and the like, insurance, utilities, payroll costs, maintenance, repair and landscaping expenses, marketing expenses, and general and administrative expenses (including an appropriate allocation for legal, accounting, advertising, marketing and other expenses incurred in connection with such Real Estate, but specifically excluding general overhead expenses of REIT and its Subsidiaries, any property management fees, debt service charges, income taxes, depreciation, amortization, other non-cash expenses, and any extraordinary, non-recurring expense associated with any financing, merger, acquisition, divestiture or other capital transaction) in each case, in connection with such Real Estate), minus (c) actual property management expenses of such Real Estate. Non-Consenting Lender. See §18.8.
Net Disposition Proceeds. Subject to the terms of the Intercreditor Agreement, no later than the fourth Business Day after the date of receipt by the Borrowers, the Guarantors or any of their Subsidiaries of Net Disposition Proceeds from any Disposition which is not an Ordinary Course Disposition after the Amendment Effective Date, Borrowers shall prepay the Loans and pay accrued and unpaid interest thereon in an aggregate amount equal to 100% of such Net Disposition Proceeds.
Net Disposition Proceeds. In the event the Parent or any of its Subsidiaries receives any Net Disposition Proceeds, the Borrower shall deliver to the Administrative Agent a calculation of the amount of such Net Disposition Proceeds, and, to the extent the aggregate amount of such proceeds received by the Parent and its Subsidiaries in any period of twelve consecutive calendar months since the Closing Date exceeds $1,000,000, the Borrower shall make a mandatory prepayment of the Loans in an amount equal to 100% of such Net Disposition Proceeds; provided, however, that, upon written notice by the Parent to the Administrative Agent not less than 30 Business Days following receipt of any Net Disposition Proceeds, an aggregate amount of up to $15,000,000 (as such amount may be increased with the consent of the Required Lenders) of such proceeds in any Fiscal Year may be retained by the Parent and its Subsidiaries (and be excluded from the prepayment requirements of this clause) if (x) the Parent informs the Administrative Agent in such notice of its good faith intention to apply (or cause one or more of its Subsidiaries to apply) such Net Disposition Proceeds to the acquisition of other assets or properties in the U.S. consistent with the businesses permitted to be conducted pursuant to Section 7.2.1 (including by way of merger or Investment), and (y) within 180 days following the receipt of such Net Disposition Proceeds, such proceeds are applied or committed to such acquisition. The amount of such Net Disposition Proceeds unused or uncommitted after such 180 day period shall be applied to the Loans as set forth in Section 3.1.