Aggregate Net Cash Proceeds definition

Aggregate Net Cash Proceeds means the cash or cash equivalent proceeds received by the Company or its Subsidiaries in respect of any asset sale or disposition or casualty or condemnation event, net of (i) reasonable and customary direct costs, (ii) subject to the consent of the Required Holders (not to be unreasonably withheld), indebtedness permitted hereunder and secured by a Permitted Lien that is required to be satisfied as a result thereof, and (iii) taxes paid or reasonably estimated to be payable as a result thereof.
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Aggregate Net Cash Proceeds means the amount of cash proceeds distributable to the holders of common stock of the Company (assuming the issuance of all Aggregate Outstanding Option Shares) in connection with a Liquidity Event (or an assumed Liquidity Event), net of any transaction costs that reduce the proceeds distributable to the stockholders but including any proceeds placed into escrow for potential distribution to such stockholders.
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Aggregate Net Cash Proceeds means, as to sales and mergers that are Designated Sales, the aggregate cash proceeds received by the Parent or a Subsidiary (including cash proceeds subsequently received (as and when received) in respect of non-cash consideration initially received), net of (a) selling expenses (including reasonable broker's fees or commissions, transfer and similar taxes, any amount actually paid by the Parent or a Subsidiary to repay or discharge Debt secured by a Lien on any property or asset included in the applicable Designated Sale other than Debt incurred in contemplation of the applicable Designated Sale, and the Parent's good faith estimate of income taxes paid or payable in connection with the receipt of such cash proceeds), and (b) amounts provided as a reserve, in accordance with GAAP, against any liabilities under indemnification obligations associated with such sales and mergers (provided that, to the extent and at such time any such amounts are released from such reserve, such amounts shall be included in Aggregate Net Cash Proceeds).
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Examples of Aggregate Net Cash Proceeds in a sentence

  • Borrowers shall notify Agent of the allocation of such Aggregate Net Cash Proceeds between real property Collateral and tangible Collateral other than real estate.


More Definitions of Aggregate Net Cash Proceeds

Aggregate Net Cash Proceeds means, as to sales and mergers that are Designated Sales, the aggregate cash proceeds received by the Borrower or a Subsidiary (including cash proceeds subsequently received (as and when received) in respect of non-cash consideration initially received), net of (a) selling expenses (including reasonable broker's fees or commissions, transfer and similar taxes, any amount actually paid by the Borrower or a Subsidiary to repay or discharge Debt secured by a Lien on any property or asset included in the applicable Designated Sale other than Debt incurred in contemplation of the applicable Designated Sale, and the Borrower's good faith estimate of income taxes paid or payable in connection with the receipt of such cash proceeds), and
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Aggregate Net Cash Proceeds means, as to sales and mergers that are Designated Sales, the aggregate cash proceeds received by the Borrower or a Subsidiary (including cash proceeds subsequently received (as and when received) in respect of non-cash consideration initially received), net of (a) selling expenses (including reasonable broker's fees or commissions, transfer and similar taxes, and the Borrower's good faith estimate of income taxes paid or payable in connection with the receipt of such cash proceeds), and (b) amounts provided as a reserve, in accordance with GAAP, against any liabilities under indemnification obligations associated with such sales and mergers (provided that, to the extent and at such time any such amounts are released from such reserve, such amounts shall be included in Aggregate Net Cash Proceeds). 7 "Agreement" means this Amended and Restated Credit Agreement, as amended or supplemented from time to time. References to Articles, Sections, Exhibits, Schedules and the like refer to the Articles, Sections, Exhibits, Schedules and the like of this Agreement unless otherwise indicated.
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Aggregate Net Cash Proceeds means the cumulative aggregate cash proceeds received by any Borrower or any of their respective Subsidiaries in respect of any Asset Disposition and/or Casualty Loss, net of (i) reasonable direct costs, (ii) Indebtedness that is satisfied as a result thereof, and (iii) taxes paid or payable as a result thereof; it being understood that “Aggregate Net Cash Proceeds” shall include, without limitation, any non-cash consideration received by any Borrower or any of their respective Subsidiaries in any Asset Disposition and shall be determined cumulatively for any fiscal year for all transactions, regardless of whether related.
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Aggregate Net Cash Proceeds means, as to sales and mergers that are Designated Sales, the aggregate cash proceeds received by the Borrower or a Subsidiary (including cash proceeds subsequently received (as and when received) in respect of non-cash consideration initially received), net of (a) selling expenses (including reasonable broker's fees or commissions, transfer and similar taxes, any amount actually paid by the Borrower or a Subsidiary to repay or discharge Debt secured by a Lien on any property or asset included in the applicable Designated Sale other than Debt incurred in contemplation of the applicable Designated Sale, and the Borrower's good faith estimate of income taxes paid or payable in connection with the receipt of such cash proceeds), and (b) amounts provided as a reserve, in accordance with GAAP, against any liabilities under indemnification obligations associated with such sales and mergers (provided that, to the extent and at such time any such amounts are released from such reserve, such amounts shall be included in Aggregate Net Cash Proceeds).
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Related to Aggregate Net Cash Proceeds

  • Net Cash Proceeds with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale net of attorneys' fees, accountants' fees, underwriters' or placement agents' fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

  • Deferred Net Cash Proceeds shall have the meaning provided such term in the definition of Net Cash Proceeds.

  • Cash Proceeds means proceeds that are money, checks, deposit accounts, or the like.

  • Deferred Net Cash Proceeds Payment Date shall have the meaning provided such term in the definition of Net Cash Proceeds.

  • Noncash proceeds means proceeds other than cash proceeds.

  • Adjusted gross proceeds means gross proceeds less cash prizes, cost of

  • Net Disposition Proceeds means, with respect to any sale, transfer or other disposition of any assets of the Borrower, any Parent Guarantor or any of their respective Subsidiaries (other than sales permitted pursuant to clause (a), (b) or (c) of Section 7.2.9), the excess of

  • Net Cash Flow means, with respect to the Property for any period, the amount obtained by subtracting Operating Expenses and Capital Expenditures for such period from Gross Income from Operations for such period.

  • Net Proceeds Amount means, with respect to any Transfer of any property by any Person, an amount equal to the difference of

  • Net Cash Payments means, with respect to any Disposition, the aggregate amount of all cash payments received by the Company and its Restricted Subsidiaries directly or indirectly in connection with such Disposition, whether at the time of such Disposition or after such Disposition under deferred payment arrangements or Investments entered into or received in connection with such Disposition (including, without limitation, Disposition Investments); provided that:

  • Net Capital Proceeds means the net cash proceeds received by the Partnership in connection with (i) any Sale, (ii) any borrowing or refinancing of borrowing(s) by the Partnership, (iii) any condemnation or deeding in lieu of condemnation of all or a portion of any Property, (iv) any collection in respect of property, hazard, or casualty insurance (but not business interruption insurance) or any damage award; or (v) any other transaction the proceeds of which, in accordance with generally accepted accounting principles, are considered to be capital in nature, in each case, after deduction of (a) all costs and expenses incurred by the Partnership with regard to such transactions (including, without limitation, any repayment of any indebtedness required to be repaid as a result of such transaction or which the General Partner elects to pay out of the proceeds of such transaction, together with accrued interest and premium, if any, thereon and any sales commissions or other costs or expenses due and payable to any Person in connection therewith, including to a Partner or its Affiliates), and (b) all amounts expended by the Partnership for the acquisition of additional Properties, Mortgages or other investments or for capital repairs or improvements to any Property with such cash proceeds.

  • Net Casualty Proceeds means, with respect to any Casualty Event, the amount of any insurance proceeds or condemnation awards received by the Borrower or any of its U.S. Subsidiaries in connection with such Casualty Event (net of all collection or similar expenses related thereto), but excluding any proceeds or awards required to be paid to a creditor (other than the Lenders) which holds a first priority Lien permitted by clause (d) of Section 7.2.3 on the property which is the subject of such Casualty Event.

  • Net Loss Proceeds means, with respect to any Event of Loss, the proceeds in the form of (a) cash or Cash Equivalents and (b) insurance proceeds, condemnation awards or damages awarded by any judgment, in each case received by an Obligor from such Event of Loss net of:

  • Net Asset Sale Proceeds means, with respect to any Asset Sale, Cash payments (including any Cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) received from such Asset Sale, net of any bona fide direct costs incurred in connection with such Asset Sale, including (i) income taxes reasonably estimated to be actually payable within two years of the date of such Asset Sale as a result of any gain recognized in connection with such Asset Sale and (ii) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans) that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result of such Asset Sale.

  • Gross Proceeds means the aggregate purchase price of all Shares sold for the account of the Company through an Offering, without deduction for Organization and Offering Expenses.

  • Aggregate Outstanding Amount With respect to any of the Notes as of any date, the aggregate unpaid principal amount of such Notes Outstanding on such date.

  • Net Sales Proceeds means, in the case of a transaction described in clause (i)(A) of the definition of Sale, the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including all real estate commissions, closing costs and legal fees and expenses. In the case of a transaction described in clause (i)(B) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including any legal fees and expenses and other selling expenses incurred in connection with such transaction. In the case of a transaction described in clause (i)(C) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction actually distributed to the Company or the Operating Partnership from the Joint Venture less the amount of any selling expenses, including legal fees and expenses incurred by or on behalf of the Company (other than those paid by the Joint Venture). In the case of a transaction or series of transactions described in clause (i)(D) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction (including the aggregate of all payments under a Mortgage on or in satisfaction thereof other than regularly scheduled interest payments) less the amount of selling expenses incurred by or on behalf of the Company, including all commissions, closing costs and legal fees and expenses. In the case of a transaction described in clause (i)(E) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including any legal fees and expenses and other selling expenses incurred in connection with such transaction. In the case of a transaction described in clause (ii) of the definition of Sale, Net Sales Proceeds means the proceeds of such transaction or series of transactions less all amounts generated thereby which are reinvested in one (1) or more Assets within one hundred eighty (180) days thereafter and less the amount of any real estate commissions, closing costs, and legal fees and expenses and other selling expenses incurred by or allocated to the Company or the Operating Partnership in connection with such transaction or series of transactions. Net Sales Proceeds shall also include Refinancing Proceeds and any other amounts that the Company determines, in its discretion, to be economically equivalent to proceeds of a Sale. Net Sales Proceeds shall not include any reserves established by the Company, which shall be determined by the Board in its sole discretion.

  • Net Cash means the cash proceeds (net of cash taxes paid and reasonable and customary costs paid to unrelated and unaffiliated third parties in connection with a particular transaction) arising from any Excess Cash Event.

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

  • Aggregate Value means, with respect to any block of Equity Stock, the sum of the products of (i) the number of shares of each class of Equity Stock within such block multiplied by (ii) the corresponding Market Price of one share of Equity Stock of such class.

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • Available Cash Flow means an amount, with respect to each Fiscal Year or portion thereof during the Term, equal to the excess, if any, of the Operating Profit over the Owner’s Priority.

  • Loss Proceeds means, collectively, all Insurance Proceeds and all Condemnation Proceeds.

  • State average current expense appropriations per student means the most

  • Net Condemnation Proceeds The Condemnation Proceeds received with respect to any Mortgage Loan or Serviced Companion Loan (including an REO Mortgage Loan or REO Companion Loan) net of the amount of (i) costs and expenses incurred with respect thereto and (ii) amounts required to be applied to the restoration or repair of the related Mortgaged Property; provided that, in the case of an Outside Serviced Mortgage Loan, “Net Condemnation Proceeds” under this Agreement shall be limited to any related Condemnation Proceeds that are received by the Trust Fund in connection with such Outside Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.

  • Net Working Capital Amount means, with respect to a Participating McNeil Partnership, the excess of the Positive Excess Cash Balance of such Participating McNeil Partnership over the cash on hand of such Participating McNeil Partnership immediately prior to the Effective Time.