Asset Sale Proceeds means, with respect to any Asset Sale, (i) cash received by the Company or any Restricted Subsidiary from such Asset Sale (including cash received as consideration for the assumption of liabilities incurred in connection with or in anticipation of such Asset Sale), after (a) provision for all income or other taxes measured by or resulting from such Asset Sale, (b) payment of all brokerage commissions, underwriting and other fees and expenses related to such Asset Sale (including, without limitation, reasonable attorneys’ fees and expenses), and (c) deduction of appropriate amounts to be provided by the Company or such Restricted Subsidiary as a reserve, in accordance with GAAP, against any liabilities associated with the assets sold or disposed of in such Asset Sale and retained by the Company or such Restricted Subsidiary after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with the assets sold or disposed of in such Asset Sale, and (ii) promissory notes and other noncash consideration received by the Company or any Restricted Subsidiary from such Asset Sale or other disposition upon the liquidation or conversion of such notes or noncash consideration into cash.
Asset Sale Proceeds means, with respect to any Asset Sale,
Asset Sale Proceeds means cash payments received by Company or any of its Subsidiaries (including, without limitation, any cash payments received by way of deferred payment of principal pursuant to a note or receivable or otherwise, but only as and when received) from any Asset Sale (after repayment of any Indebtedness due by reason of such Asset Sale or to effect the release of any Lien on the property or assets being sold), in each case net of the amount of (a) reasonable brokers', underwriters' and advisors' fees and commissions payable in connection with such Asset Sale, (b) all Taxes reasonably estimated to be payable as a direct consequence of such Asset Sale, (c) the reasonable fees and expenses (including, without limitation, severance payments) attributable to such Asset Sale, and (d) to the extent not included in clauses (a) through (c), any amount required to be paid to any Person (other than Company and any of its Subsidiaries) owning a beneficial interest in the property or assets sold. For purposes of this definition, Asset Sale Proceeds shall be deemed to include, without limitation, any award of compensation for any asset or property or group thereof taken by condemnation or eminent domain and insurance proceeds for the loss of or damage to any asset or property if such award or proceeds equals or exceeds $50,000 (per occurrence) and within 90 days after the receipt thereof replacement or repair of such asset or property has not commenced, except that in the event that at any time such replacement or repair is abandoned or is otherwise discontinued or is not diligently pursued, the remaining award or proceeds, as the case may be, shall constitute Asset Sale Proceeds at such time.
Examples of Asset Sale Proceeds in a sentence
If an Excess Proceeds Offer is not fully subscribed, the Company may retain the portion of the Available Asset Sale Proceeds not required to repurchase Notes.
Not later than the second Business Day following receipt by the Company or any of its Subsidiaries of any Net Asset Sale Proceeds, except with respect to certain possible asset sales disclosed to the Noteholders prior to the date hereof, the Company shall send a notice of redemption in accordance with Section 5.3 below to redeem the Notes in an aggregate amount equal to such Net Asset Sale Proceeds.
Secured Party shall also have such rights and remedies in respect of such Collateral as are set forth in the Asset Sale Proceeds Account Control Agreement.
The Purchase Price will comprise a portion of the Asset Sale Proceeds and will be distributed in accordance with the terms of the Plan.
Concurrently with any prepayment of the Loans and/or reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(a)-(e), Company shall deliver to Administrative Agent an Officer’s Certificate demonstrating the calculation of the amount of the applicable Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, Net Securities Proceeds, or Consolidated Excess Cash Flow, as the case may be, that gave rise to such prepayment and/or reduction.
More Definitions of Asset Sale Proceeds
Asset Sale Proceeds means payments received by the Borrower or any of its Subsidiaries (including, without limitation, any payments received by way of deferred payment of principal pursuant to a note or receivable or otherwise, but only as and when received) from any Asset Sale (after repayment of any Indebtedness other than the Loans secured by the Mortgaged Property subject of such Asset Sale to the extent such Indebtedness is permitted hereunder), in each case net of the amount of (i) brokers' and advisors' fees and commissions payable other than to an Affiliate of the Borrower in connection with such Asset Sale, (ii) all foreign, federal, state and local taxes payable as a direct consequence of such Asset Sale, (iii) the reasonable fees and expenses attributable to such Asset Sale, to the extent not included in clause (i), except to the extent payable to any Affiliate of the Borrower, and (iv) any amount required to be paid to any Person (other than the Borrower and any of its Subsidiaries) owning a beneficial interest in the property or assets sold.
Asset Sale Proceeds means (a) the Purchase Price, and (b) the gross Cash proceeds (including any Cash received by way of deferred payment pursuant to a promissory note, receivable or otherwise), received from any sale of the Debtors' assets consummated after the Petition Date, net of (i) reasonable transaction costs (including, without limitation, any underwriting, brokerage, or other customary selling commissions, title and recording expenses and reasonable legal, advisory and other fees and expenses) and payments and unassumed liabilities relating to the assets sold, (ii) the amount of such gross Cash proceeds required to be used to pay any indebtedness (other than indebtedness owing by the Debtors to the Senior Lenders) which is secured by the respective assets which were sold; and (iii) the Wind Up Costs; provided, however, that Asset Sale Proceeds shall not include: (i) any gross sale proceeds (including the Purchase Price) which are not proceeds (as contemplated by section 552(b)(1) of the Bankruptcy Code) of the DIP Lenders' or the Senior Lenders' Collateral, (ii) Asset Sale Proceeds that are solely Collateral for the DIP Facility but that are not used to satisfy a DIP Facility Claim or an Adequate Protection Obligation, and (iii) any portion of gross Cash
Asset Sale Proceeds means cash proceeds actually received by any Loan Party or any Subsidiary from any Disposition (including any sale and leaseback of assets and any mortgage or lease of real property) to any Person of any asset of such Loan Party or Subsidiary (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable, purchase price adjustment receivable or otherwise, and cash available to a Loan Party or Subsidiary upon any release of funds from previously established reserves), net of (x) attorneys' fees, accountants' fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, required payments on Indebtedness (other than Indebtedness incurred under the Loan Documents), and other reasonable fees, expenses and reserves (including brokerage and consultant fees) and (y) taxes paid or payable as a result thereof (including withholding taxes incurred in connection with cross-border transactions, if applicable, and taxes estimated by the Borrower to be payable as a result thereof or as a result of such transactions), excluding cash proceeds from (i) Dispositions permitted under Sections 6.5 and 6.6 and (ii) Dispositions of assets with respect to which such parties do not hold title pursuant to a Service Contract, where the asset in question was obtained for the customer's exclusive use pursuant to such Service Contract; provided that if the Borrower shall deliver a certificate of a Responsible Officer to the Administrative Agent promptly following receipt of any such proceeds setting forth the Borrower's intention to use, or to cause the applicable Loan Party or Subsidiary to use, any portion of such proceeds to (A) purchase assets useful in the business of the Borrower and the Subsidiaries or (B) fund Consolidated Service Contract Capital Expenditures within 12 months of such receipt, such portion of such proceeds shall not constitute Asset Sale Proceeds except to the extent not so used within such 12-month period; provided, further that once the aggregate amount of all such proceeds received after the Closing Date exceeds $5,000,000, no such additional proceeds shall constitute Asset Sale Proceeds until such additional proceeds aggregate to $1,000,000. For purposes of calculating "Asset Sale Proceeds", all fees, commissions and other costs and expenses payable to Holdings, the Borrower or any Affiliates of any ...
Asset Sale Proceeds means, with respect to any Asset Sale, the amount of cash proceeds received (directly or indirectly, including, subject to the proviso hereto, insurance and condemnation proceeds) by or on behalf of the Guarantor or any Subsidiary in connection therewith (including, without limitation, cash payments in respect of non-cash consideration to the extent permitted by paragraph 6C(3)(iv) of the Note Agreement and Section 5.5, as and when such cash payments are received), after deducting therefrom only (i) the amount of any Debt secured by any Lien permitted by paragraph 6C(1) of the Note Agreement (other than (A) the Notes and (B) Debt assumed by the purchaser of such asset) which is required to be, and is, repaid in connection with such Asset Sale and (ii) all direct costs and reasonable fees, commissions, expenses and taxes related thereto to the extent paid or payable to a Person that is not an Affiliate or a Subsidiary, provided that Asset Sale Proceeds shall not include, so long as no Event of Default has occurred and is continuing, (1) the proceeds of the any Asset Sale effected pursuant to paragraph 6C(4)(i) of the Note Agreement to the extent such proceeds are applied to replace the assets subject to such Asset Sale with assets of like kind and purposes or (2) insurance and condemnation proceeds from any single occurrence of less than $10,000,000 to the extent such proceeds are applied to repair or replace the assets subject to the casualty or condemnation giving rise to the payment of such proceeds.
Asset Sale Proceeds means the Net Proceeds from any Disposal made by any member of the Restricted Group except for Excluded Asset Sale Proceeds.