Non-Cash Sales Sample Clauses

Non-Cash Sales. In cases where Products and/or Authorized Products are sold and distributed to Outlets which have been approved by COMPANY for credit and in its sole discretion, COMPANY will accept electronic data with corresponding proof of delivery, charge slips, Outlet-generated authorizations or other forms of payment authorizations as may be required by the Outlet or COMPANY (including but not limited to, authorizations signed by the Outlet’s authorized representative, such as the store manager, or its designee) in lieu of cash, and credit DISTRIBUTOR’s account for such sales, provided DISTRIBUTOR fully complies with COMPANY’s credit policies as established from time to time. In the event DISTRIBUTOR fails to comply with COMPANY’s credit policy, fails to provide complete documentation as required by the Outlet or COMPANY, or falsifies any documentation or credit information, COMPANY shall be entitled to charge DISTRIBUTOR’s account for any credit extended to DISTRIBUTOR resulting therefrom without limiting any other remedies available to COMPANY. DISTRIBUTOR is wholly responsible for collection of accounts receivable not authorized by COMPANY. COMPANY is obligated to credit DISTRIBUTOR only for such payments made by the Outlet.
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Non-Cash Sales. In the case of a proposed Transfer for consideration other than cash (a "Non-Cash Transfer"), the applicable Selling Cable Partner will, at its election, either (i) if the transferee would be an "Associate" of the Selling Cable Partner following such Non-Cash Transfer, require the applicable transferee to assume the obligations of the applicable Selling Cable Partner under this Agreement with respect to the applicable shares of Series 2 PCS Stock and require the transferee to execute and deliver an equivalent Top Up Right Agreement with FT and DT, in which case such transferee would enter into a standstill agreement with Sprint and the applicable shares of Series 2 PCS Stock would not, pursuant to the terms of the Articles of Incorporation of Sprint, convert into Series 1 PCS Stock in connection with such Non-Cash Transfer or (ii) whether or not such transferee is or would be an "Associate," provide a Notice of Pending or Completed Disposition in respect of such proposed Non-Cash Transfer 20 Business Days prior to the proposed Transfer (or, if later, the date of the applicable agreement regarding the proposed Transfer). In the case of a Non-Cash Transfer to which a Selling Cable Partner elects to have clause (ii) hereof apply, the Class A Holders will have a Top Up Right at the time of such Transfer (exercisable by delivery of a Notice of Exercise given prior to such Transfer) at a First Offer Price equal to a cash price per share equivalent to the value per share of the non-cash consideration paid in connection with such Transfer as determined by independent investment banks selected by the applicable Class A Holder and the Selling Cable Partner (i.e., a customary 2+1 appraisal process, with a third appraiser appointed only if the first two appraisals differ by more than 10%). In the case of non-cash consideration that is received by the Selling Cable Partner on a tax-free basis, the value of such non-cash consideration for purposes of determining the First Offer Price shall be "grossed-up" by an amount equal to (x) the gain recognized by the Selling Cable Partner on a per share basis divided by (y) one minus the highest statutory federal and state income tax rate applicable to income of the Selling Cable Partner. Each Cable Parent shall cause its applicable Cable Partner to not consummate Non-Cash Transfers pursuant to clause (ii) of this Section 3.06 during the Blackout Periods.
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Non-Cash Sales. The following shall be added after the last sentence of Article 4(g) of the License Agreement:
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Related to Non-Cash Sales

  • Non-Cash Consideration In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors; provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.

  • Non-Cash Distributions If the Security Agent or any other Secured Party receives a distribution in a form other than in cash in respect of any of the Liabilities, the Liabilities will not be reduced by that distribution until and except to the extent that the realisation proceeds are actually applied towards the Liabilities.

  • Consolidated Excess Cash Flow If there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning with the Fiscal Year ending December 31, 2018, the Borrowers shall, within ten Business Days of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b), prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)); provided, if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.00, the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e).

  • Excess Cash Flow No later than ten (10) Business Days after the date on which the financial statements with respect to each fiscal year of Holdings ending on or after December 31, 2019 in which an Excess Cash Flow Period occurs are required to be delivered pursuant to Section 5.01(a) (each such date, an “ECF Payment Date”), the Borrower shall, if and to the extent Excess Cash Flow for such Excess Cash Flow Period exceeds $1,375,000, make prepayments of Term Loans in accordance with Section 2.10(h) and (i) in an aggregate amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow for the Excess Cash Flow Period then ended (for the avoidance of doubt, including the $1,375,000 floor referenced above) (B) minus $1,375,000 minus (C) at the option of the Borrower, the aggregate principal amount of (x) any Term Loans, Incremental Term Loans, Revolving Loans or Incremental Revolving Loans (or, in each case, any Credit Agreement Refinancing Indebtedness in respect thereof), in each case prepaid pursuant to Section 2.10(a), Section 2.16(b)(B) or Section 10.02(e)(i) (or pursuant to the corresponding provisions of the documentation governing any such Credit Agreement Refinancing Indebtedness) (in the case of any prepayment of Revolving Loans and/or Incremental Revolving Loans, solely to the extent accompanied by a corresponding permanent reduction in the Revolving Commitment), during the applicable Excess Cash Flow Period (or, at the option of the Borrower and without duplication, after such Excess Cash Flow Period and prior to such ECF Payment Date) and (y) the amount of any reduction in the outstanding amount of any Term Loans or Incremental Term Loans resulting from any assignment made in accordance with Section 10.04(b)(vii) of this Agreement (or the corresponding provisions of any Credit Agreement Refinancing Indebtedness issued in exchange therefor), during the applicable Excess Cash Flow Period (or, at the option of the Borrower and without duplication, after such Excess Cash Flow Period and prior to such ECF Payment Date), and in the case of all such prepayments or buybacks, to the extent that (1) such prepayments or buybacks were financed with sources other than the proceeds of long-term Indebtedness (other than revolving Indebtedness to the extent intended to be repaid from operating cash flow) of Holdings or its Restricted Subsidiaries and (2) such prepayment or buybacks did not reduce the amount required to be prepaid pursuant to this Section 2.10(f) in any prior Excess Cash Flow Period (such payment, the “ECF Payment Amount”).

  • Net Cash Flow The term “Net Cash Flow” shall mean all cash and cash equivalents from all sources on hand as of the last day of the measurement period prior to any distributions to the Partners, and after the payment of all then due expenses of operating and managing the Restaurants, and after payment of all debts and liabilities and after any prepayments of any debts and liabilities that the General Partner, in its reasonable and good faith discretion, elects to cause to be made, and after the establishment of any reserves reasonably deemed necessary by the General Partner for (i) the repayment of any due debts or liabilities, including debts owed to the General Partner; (ii) the working capital requirements; (iii) capital improvements and replacement of furniture, fixtures or equipment; and (iv) any contingent or unforeseen liabilities. In determining Net Cash Flow of each Restaurant there shall be deducted the Supervision Fee and the Accounting Fee as provided in Section 4.7, the Advertising Payment and the Insurance Payment as provided in Section 4.8, and the OSRS Charges as provided in Section 4.2.

  • Operating Cash Flow As used in this Agreement, “Operating Cash Flow” shall mean and be defined, for any fiscal period, as all cash receipts of the Partnership from whatever source (but excluding Capital Cash Flow and excluding the proceeds of any Capital Contributions to the Partnership) during such period in question in excess of all items of Partnership expense (other than non-cash expenses such as depreciation) and other cash needs of the Partnership, including, without limitation, amounts paid by the Partnership as principal on debts and advances, during such period, capital expenditures and any reserves (as determined by the Managing General Partner) established or increased during such period. Operating Cash Flow shall be distributed to or for the benefit of the Partners of record as of the applicable record date not less frequently than quarterly, and shall be allocated among the Partners as follows:

  • Earnout Payments (a) The terms below shall have the following respective meanings for the purposes of this Section 2.3:

  • Interest Expense For any period with respect to Parent Company and its Subsidiaries, without duplication, (a) interest (whether accrued or paid) actually payable (without duplication), excluding non-cash interest expense but including capitalized interest not funded under an interest reserve pursuant to a specific debt obligation, together with the interest portion of payments on Capitalized Leases, plus (b) Parent Company’s and its Subsidiaries’ Equity Percentage of Interest Expense of their Unconsolidated Affiliates for such period.

  • Interest Expense Coverage Ratio The Borrower will not permit the ratio of (i) Consolidated EBITDA to (ii) Consolidated Cash Interest Expense for any period of four consecutive fiscal quarters to be less than 3.75 to 1.00.

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