Net Disposition Proceeds Sample Clauses

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 Xxxxx Xxxxx, of the sales value, standard cost and inventory reserve associated with the Obsolete Inventory sold in such month.
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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 3.1.2. Subject to clause (d)(v) of this Section 3.1.1, at any time after receipt of any such Net Disposition Proceeds in excess of $1,000,000 but prior to the application thereof to a mandatory prepayment or the acquisition of other assets or properties as described above, upon written demand by the Administrative Agent (in its reasonable discretion) to the Parent and the Borrower, the Parent shall (or shall cause the Borrower to) deposit an amount equal to such Net Disposition Proceeds into a cash collateral account maintained with (and reasonably satisfactory to) the Administrative Agent for the benefit of the Secured Parties (and over which the Administrative Agent shall have sole dominion and control) pending such application as a prepayment or to be released as requested by the Borrower in respect of such acquisition. Amounts deposited in such cash collateral ac...
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
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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.
Sample 1

Related to Net Disposition Proceeds

  • Asset Disposition If the Borrower or any of its Subsidiaries (other than a Financing Subsidiary) Disposes of any property which results in the receipt by such Person of Net Cash Proceeds in excess of $2,000,000 in the aggregate since the applicable Commitment Termination Date, the Borrower shall prepay an aggregate principal amount of such Loans owed to such Lender or Lenders equal to 100% of such Net Cash Proceeds no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in Section 2.09(b)).

  • Asset Dispositions Make any Asset Disposition except:

  • Asset Dispositions, etc The Borrower will not, and will not permit any of its Subsidiaries to, sell, transfer, contribute or otherwise convey, or grant options, warrants or other rights with respect to, any material asset (including accounts receivable and capital stock of Principal Subsidiaries) to any Person, except:

  • Condemnation Proceeds all Condemnation Proceeds other than proceeds to be applied to the restoration or repair of the property subject to the related Mortgage or released to the related Mortgagor in accordance with the Servicing Standard, which proceeds shall be deposited by the Master Servicer into an Escrow Account and not deposited in the Collection Account;

  • Recovery Event To the extent of cash proceeds received in connection with a Recovery Event which are in excess of $5,000,000 in the aggregate and which are not applied to repair or replacement costs in accordance with Section 6.6(a)(ii), immediately following the 180th day occurring after the receipt by a Credit Party of such cash proceeds, the Borrower shall prepay the Loans in an aggregate amount equal to one hundred percent (100%) of such Net Cash Proceeds (such prepayment to be applied as set forth in clause (v) below).

  • Cash Proceeds In addition to the rights of the Collateral Agent specified in Section 4.3 with respect to payments of Receivables, all proceeds of any Collateral received by any Grantor consisting of cash, checks and other non-cash items (collectively, “Cash Proceeds”) shall be held by such Grantor in trust for the Collateral Agent, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, unless otherwise provided pursuant to Section 4.4(a)(ii), be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent, if required) and held by the Collateral Agent in the Collateral Account. Any Cash Proceeds received by the Collateral Agent (whether from a Grantor or otherwise): (i) if no Event of Default shall have occurred and be continuing, shall be held by the Collateral Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and (ii) if an Event of Default shall have occurred and be continuing, may, in the sole discretion of the Collateral Agent, (A) be held by the Collateral Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by the Collateral Agent against the Secured Obligations then due and owing.

  • Disposition of Proceeds of Asset Sales The Company shall not, and shall not permit any Restricted Subsidiary or Restricted Affiliate to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary or such Restricted Affiliate, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash or Cash Equivalents; provided that the amount of any liabilities (other than Subordinated Indebtedness or Indebtedness of a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases the Company or such Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability shall be treated as cash for purposes of this Section 10.15. The Company or the applicable Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth in clause (ii) of the preceding sentence or invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall constitute "Excess Proceeds."

  • Sale Proceeds The proceeds of sale of any new Series of Notes shall be wired to the Collection and Funding Account, and the Indenture Trustee shall disburse such sale proceeds at the direction of the Administrator on behalf of the Issuer, except to the extent such funds are needed to satisfy the Collateral Test. The Administrator on behalf of the Issuer may direct the Issuer to apply such proceeds to reduce pro rata based on Invested Amounts, the VFN Principal Balance of any Classes of Variable Funding Notes, or to redeem any Series of Notes in accordance with Section 13.1. In the absence of any such direction, the proceeds of such sale shall be distributed to the Depositor or at the Depositor’s direction on the Issuance Date for the newly issued Notes. The Administrator shall deliver to the Indenture Trustee a report demonstrating that the release of sale proceeds pursuant to the Issuer’s direction will not cause a failure of the Collateral Test, as a precondition to the Indenture Trustee releasing such proceeds.

  • Proceeds of Dispositions; Expenses The Debtor shall pay to the Secured Party on demand any and all expenses, including reasonable attorneys' fees and disbursements, incurred or paid by the Secured Party in protecting, preserving or enforcing the Secured Party's rights and remedies under or in respect of any of the Obligations or any of the Collateral. After deducting all of said expenses, the residue of any proceeds of collection or sale or other disposition of the Collateral shall, to the extent actually received in cash, be applied to the payment of the Obligations in such order or preference as the Secured Party may determine, proper allowance and provision being made for any Obligations not then due. Upon the final payment and satisfaction in full of all of the Obligations and after making any payments required by Sections 9-608(a)(1)(C) or 9-615(a)(3) of the Uniform Commercial Code of the State, any excess shall be returned to the Debtor. In the absence of final payment and satisfaction in full of all of the Obligations, the Debtor shall remain liable for any deficiency.

  • Dispositions and Involuntary Dispositions The Issuer shall promptly (and, in any event, within three (3) Business Days) upon the receipt by any Note Party or any Subsidiary of the Net Cash Proceeds of any Disposition or Involuntary Disposition (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do not exceed (x) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition or (y) on or after the Combination Closing Date, (i) within twelve months following receipt of such Net Cash Proceeds or (ii) if the Issuer or any Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would be required, the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (to the extent required by the NPA) with any portion of such Net Cash Proceeds, then the Issuer may apply such portion of the Net Cash Proceeds on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) below.

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