Extraordinary Proceeds means: (a) the aggregate cash proceeds received by the Operating Company or any Project Company in respect of any sale of an interest in a Project or Joint Venture; (b) any cash proceeds received by the Operating Company or any Project Company with respect to the incurrence or issuance of any Indebtedness by the Operating Company or such Project Company; and (c) the cash proceeds (other than proceeds from business interruption insurance) received by the Operating Company or any Project Company from any (i) event which causes any material property or asset owned by the Operating Company or any Project Company to be damaged, destroyed or rendered unfit for normal use or (ii) compulsory transfer or taking, or transfer under threat of compulsory transfer or taking, of any material property or asset owned by the Operating Company or any Project Company, by any governmental authority.
Extraordinary Proceeds means Net Cash Proceeds received by Parent Guarantor or its Subsidiaries (other than by any Issuer Entity) from an Extraordinary Proceeds Event, provided that if such Extraordinary Proceeds Event is an Asset Sale such Net Cash Proceeds shall be calculated net of prepayments the applicable Subsidiary is required to make pursuant to the terms of Debt documentation applicable to such Subsidiary and listed on Schedule 8(d) to the Guaranty Agreement.
Extraordinary Proceeds means any sums of money paid upon or in respect of, or property distributed in respect of, any Pledged Equity Interests upon the recapitalization, merger, consolidation or other change in structure of HEP or the reorganization, liquidation or dissolution of HEP or constituting an extraordinary distribution with respect to the Pledged Equity Interests.
Examples of Extraordinary Proceeds in a sentence
Nothing in this Section 2.07(a) shall be deemed to imply that any of the activities or actions described in clauses (ii) or (iii) of the definition of Extraordinary Proceeds are permitted under this Agreement other than as specifically set forth in this Agreement.
Pledgor shall take all actions and execute and deliver such documents and agreements (including, without limitation, account control agreements) as Secured Party may reasonably require to perfect its security interest in such Extraordinary Proceeds.
Until the Security Discharge Date, the Borrower shall cause (i) all proceeds of asset disposals (other than proceeds from the sale of Products) that will not be used for replacement in accordance with Section 7.02(f)(i) (Negative Covenants — Asset Dispositions) of the Credit Agreement and (ii) all Project Document Termination Payments to be deposited into the Extraordinary Proceeds Account.
The Buy-Sell Value shall not be adjusted as a result of distributions of Net Cash Flow occurring after the date on which the Buy-Sell Offer is given, but shall be reduced by the amount of Extraordinary Proceeds distributed after the date on which the Buy-Sell Offer is given.
To the extent the Prepayment Offer is not fully subscribed to by the Holders of the Notes, first such tendered Notes shall be paid for in full to the extent possible with the available Extraordinary Proceeds and then any remaining Extraordinary Proceeds may be retained by the Guarantor or Issuer.
More Definitions of Extraordinary Proceeds
Extraordinary Proceeds means any cash received by or paid to or for the account of a Borrower not in the ordinary course of business (but excluding proceeds described in Section 2.04(b)(i) or (ii), proceeds of Equity issuances by Contango, capital infusions by Contango in COI or CEC, and capital infusions by CEC in COI), including amounts received in respect of foreign, United States, state or local tax refunds, pension plan reversions, purchase price and other monetary adjustments made pursuant to any acquisition document and/or indemnification payments made pursuant to any acquisition document (other than such indemnification payments to the extent that the amounts so received are applied by the applicable Borrower for the purpose of replacing, repairing or restoring any assets or properties of such Borrower, thereby satisfying the condition giving rise to the claim for indemnification, or otherwise covering any out-of-pocket expenses incurred by such Borrower in obtaining such payments).
Extraordinary Proceeds means, for any Person for any period, net proceeds received by such Person during such period from (i) issuances of securitization bonds sold by such Person or any of its Subsidiaries plus (ii) sales of assets by such Person or any of its Subsidiaries not in the ordinary course of business plus (iii) the sale or disposition (by way of merger, sale of capital stock, sale of assets or otherwise) of any Subsidiary of such Person. For purposes of the foregoing, all cash received by such Person from, or as a result of the sale or disposition of, a Subsidiary shall be deemed to constitute "Extraordinary Proceeds" up to the amount of proceeds received by, or as a result of the sale or disposition of, such Subsidiary from such issuances and sales during the relevant period, net of underwriting discounts and commissions, costs of sale and other, similar transaction costs.
Extraordinary Proceeds means, collectively, all cash and cash equivalents received by the Company and its controlled Subsidiaries (other than amounts required to be deposited or held in the Construction Account, the Operating Account or the Incentive Account), it being understood and agreed that Extraordinary Proceeds shall include all damages (other than Enumerated Payments) and indemnification payments under the Main Project Agreements.
Extraordinary Proceeds shall have the meaning assigned to that term in the Intercreditor Agreement.
Extraordinary Proceeds means all cash proceeds (including, without limitation, the amount of any rent credits provided under any Lease Transaction as a result of the receipt by the lessor thereunder of title insurance or condemnation proceeds, insurance proceeds, recoveries, damages and awards, but excluding insurance proceeds for rental loss) realized by the Company from any Extraordinary Event, decreased by the sum of (i) the amount of such proceeds applied by the Company to pay debts and liabilities encumbering the relevant Facility, including, without limitation, the amount of any release prices paid by the Company to the Facility Owner under the Lease Transaction in connection with a sale of any Facility or the release of any Facility from the Lease Transaction; (ii) the amount of such proceeds used by the Company for restoration and repair (including any developer's or similar fees) in the event of damage or destruction to or partial condemnation of any Facility; (iii) any incidental or ancillary expenses, costs, or liabilities incurred by the Company in effecting or obtaining any such Extraordinary Proceeds (including, without limitation, attorneys' and accountants' fees, court costs, recording fees, transfer taxes and fees, appraisal costs, brokerage fees, and the like), all of which expenses, costs, and liabilities shall be paid from the gross amount of such cash proceeds to the extent thereof; (iv) the amount thereof applied to fund any deficit in Company reserves Approved by the Members; and (v) the payment of such other Company debts and liabilities as the Members shall unanimously Approve.
Extraordinary Proceeds means, for any Person for any period, net proceeds received by such Person during such period from (i) issuances of stranded cost recovery bonds plus (ii) sales of assets by such Person or any of its Subsidiaries not in the ordinary course of business plus (iii) the sale or disposition (by way of merger, sale of capital stock, sale of assets or otherwise) of any Subsidiary of such Person. For purposes of the foregoing, all cash received by such Person from, or as a result of the sale or disposition of, a Subsidiary shall be deemed to constitute "Extraordinary Proceeds" up to the amount of proceeds received by, or as a result of the sale or disposition of, such Subsidiary from such issuances and sales during the relevant period, net of underwriting discounts and commissions, costs of sale and other, similar transaction costs.
Extraordinary Proceeds means any distributions or payments received by Issuer (directly or indirectly in respect of any other Subject Company or its assets, properties or receipts) which are not made out of operating cash flow of either Project Company, such as distributions or payments which constitute proceeds of any asset sale, buyout or termination of rights under any contract or other extraordinary transaction; provided that the foregoing shall not include any proceeds of any Equity Cure; and provided that, for the avoidance of doubt, the foregoing shall not include any proceeds resulting from asset sales in accordance with Section 7.4B(i).