Net Asset Sales Proceeds means, with respect to any Disposition (other than a Disposition qualifying as a like kind exchange under Section 1031 of the Code), the aggregate proceeds received by any Consolidated Party in cash or Cash Equivalents (including payments in respect of deferred payment obligations when received in the form of cash or Cash Equivalents and including any proceeds which are used by the applicable Consolidated Party to retire in whole or in part any Indebtedness encumbering the property sold) plus the aggregate principal amount of any Indebtedness encumbering the property sold assumed by the purchaser of such property, net of (i) direct costs (including, without limitation, legal, accounting and investment banking fees, sales commissions, transfer and recording charges and taxes and other closing costs customarily allocated to sellers), and (ii) taxes paid or payable by the Consolidated Parties as a result thereof after taking into account any reduction in consolidated tax liability due to available tax credits, deductions or losses, any tax sharing arrangements and any distributions to shareholders or partners otherwise allowed pursuant to the terms hereof; it being understood that “Net Asset Sales Proceeds” shall include, without limitation and without duplication, any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received by any such Consolidated Party in any Disposition.
Net Asset Sales Proceeds means, with respect to the Disposition (other than Dispositions permitted by Sections 8.8(i), (ii), (iii) and (iv)) after the Closing Date by the Borrower or any Subsidiary to any Person of any assets of the Borrower or its Subsidiaries, the excess of gross cash proceeds received by the Borrower from such Disposition over all reasonable and customary costs and expenses, and including Taxes payable by the recipient of such proceeds, incurred in connection with such Disposition which have not been paid to Affiliates of the Borrower in connection therewith.
Net Asset Sales Proceeds means, with respect to any Asset Sale, an amount equal to: (i) Cash payments (including any Cash or Cash Equivalents 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 by Borrowers or any of their Subsidiaries from such Asset Sale, minus (ii) any direct costs incurred in connection with such Asset Sale, including (a) income, gains or transfer Taxes payable by the seller as a result of any gain recognized in connection with such Asset Sale, (b) 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 and (c) a reasonable reserve for any indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Asset Sale undertaken by Borrowers or any of their Subsidiaries in connection with such Asset Sale.
Examples of Net Asset Sales Proceeds in a sentence
If requested by the Required Lenders, the Borrower shall within three Business Days of such request make a mandatory prepayment of the Loans, in an amount equal to 100% of such Net Casualty Proceeds or Net Asset Sales Proceeds, as the case may be (or such lesser amount as the Required Lenders may specify on the date of such request), to be applied as set forth in Section 3.3.
Within three Business Days of receipt by the Borrower or any Subsidiary of any (i) Net Casualty Proceeds or (ii) Net Asset Sales Proceeds, the Borrower shall notify the Administrative Agent and Lenders thereof.
Concurrently with any prepayment of the applicable Class of Loans pursuant to Section 2.14(a) through Section 2.14(e) and Section 2.14(g), Borrower shall deliver to Administrative Agent a certificate of an authorized officer of Borrower demonstrating the calculation of the amount of Net Asset Sales Proceeds, Net Insurance/Condemnation Proceeds, Excess Cash Flow, damages, refund, other payment and compensation or gross equity proceeds owing to the applicable Class of Lenders under, if any.
If you are not sure on payment amounts and frequency, we can keep these ad-hoc (so you just pay us when you have the spare cash!).
Upon receipt of such Net Asset Sales Proceeds, if applicable, and upon notice to Collateral Agent of such sale, the Lien hereof encumbering the Collateral subject to such Permitted Sale shall be released without any further action on the part of the Collateral Agent.
More Definitions of Net Asset Sales Proceeds
Net Asset Sales Proceeds means, with respect to a Disposition (other than Dispositions of inventory permitted by Section 8.8(a)) after the Closing Date by the Borrower or any Subsidiary to any Person of any assets of the Borrower or its Subsidiaries, the excess of gross cash proceeds received by the Borrower or any Subsidiary from such Disposition over all reasonable and customary costs and expenses, and including Taxes payable by the recipient of such proceeds, incurred in connection with such Disposition which have not been paid to Affiliates of the Borrower in connection therewith.
Net Asset Sales Proceeds means, with respect to a Disposition (other than Dispositions of inventory permitted by Section 8.8(a) and the Disposition described in Section 8.8(d)) after the Amendment and Restatement Closing Date by the Borrower or any Subsidiary to any Person of any assets of the Borrower or its Subsidiaries, the excess of gross cash proceeds received by the Borrower or any Subsidiary from such Disposition over all reasonable and customary costs, fees and expenses, and including Taxes payable (or estimated in good faith to be payable) by the recipient of such proceeds, incurred in connection with such Disposition which have not been paid to Affiliates of the Borrower in connection therewith, but excluding any proceeds required to be paid to a creditor (other than the Lenders) which holds a first priority Lien securing Purchase Money Indebtedness and Capitalized Lease Liabilities permitted by Section 8.3 on the property which is the subject of such Disposition.
Net Asset Sales Proceeds means, with respect to a Disposition (other than Dispositions permitted by Sections 8.8(a) through (i)) after the Closing Date by the Borrower or any Subsidiary to any Person of any assets of the Borrower or its Subsidiaries, the gross cash proceeds in excess of $2,500,000 in the aggregate through the term of the Agreement received by the Borrower or any Subsidiary from such Disposition over all reasonable and customary costs, fees and expenses, and including Taxes payable (or estimated in good faith to be payable) by the recipient of such proceeds, incurred in connection with such Disposition which have not been paid to Affiliates of the Borrower in connection therewith, but excluding any proceeds required to be paid to a creditor (other than the Lender) which holds a first priority Lien permitted by Section 8.3 on the property which is the subject of such Disposition.
Net Asset Sales Proceeds means, with respect to a Disposition after the Closing Date by the Borrower or any Subsidiary to any Person of any assets of the Borrower or any Subsidiary, the gross cash proceeds in excess of $500,000, individually or in the aggregate through the Termination Date, received by the Borrower or such Subsidiary from such Disposition, other than proceeds that are used to replace the assets Disposed of with like or similar assets of substantially equal or better value or utility or are otherwise reinvested in assets (other than inventory (raw or finished goods)) then used or usable in the business of the Borrower and its Subsidiaries, in each case, within 180 days of receipt of such proceeds, over all reasonable and customary costs and expenses (other than costs and expenses payable to Affiliates of the Borrower), and including Taxes payable (or estimated in good faith to be payable) by the recipient of such proceeds, incurred in connection with such Disposition which have not been paid to Affiliates of the Borrower in connection therewith.
Net Asset Sales Proceeds means, with respect to any Disposition (other than a Disposition qualifying as a like kind exchange under Section 1031 of the Code), the aggregate proceeds received by any Consolidated Party in cash or Cash Equivalents (including payments in respect of deferred payment obligations when received in the form of cash or Cash Equivalents and including any proceeds which are used by the applicable Consolidated Party to retire in whole or in part any Indebtedness encumbering the property sold) plus the aggregate principal amount of any Indebtedness encumbering the property sold assumed by the purchaser of such property, net of (i) direct costs (including, without limitation, legal, accounting and investment banking fees, sales commissions, transfer and recording charges and taxes and other closing costs customarily allocated to sellers), and (ii) taxes paid or payable by the Consolidated Parties as a result thereof after taking into account any reduction in consolidated tax liability due to available tax credits, deductions or losses, any tax sharing arrangements and any distributions to shareholders or partners otherwise allowed pursuant to the terms hereof; it being understood that “Net Asset Sales Proceeds” shall include, without limitation and without duplication, any cash or Cash Equivalents received upon the sale or other disposition of any non- cash consideration received by any such Consolidated Party in any Disposition.
Net Asset Sales Proceeds means, with respect to a Disposition (other than Dispositions permitted by Section 8.8(i)) after the Closing Date by the Borrower or any Subsidiary to any Person of any assets of the Borrower or its Subsidiaries, the excess of gross cash proceeds received by the Borrower from such Disposition over (i) all reasonable and customary costs and expenses (including sales commissions and legal, accounting and investment banking fees and expenses), and including Taxes payable by the recipient of such proceeds, incurred in connection with such Disposition which have not been paid to Affiliates of the Borrower in connection therewith and (ii) amounts required to be applied to the repayment of Indebtedness secured by a Permitted Lien on the asset being disposed of in such Disposition.
Net Asset Sales Proceeds means, with respect to a Disposition (other than any Disposition permitted by Sections 8.8(a), (b), (d), (e), (f), (g), (h), (i), (j), (l), (m), (n), (o) or (p)) after the Closing Date by Holdings, the Borrower or any Subsidiary to any Person of any assets of Holdings, the Borrower or its Subsidiaries, the excess of gross cash proceeds received by Holdings, the Borrower or any Subsidiary from such Disposition over (i) all reasonable and customary costs and expenses, and including Taxes payable or reasonably estimated to be payable in respect of such Disposition, incurred in connection with such Disposition which have not been paid to Holdings, the Borrower or any of the Subsidiaries in connection therewith, (ii) any portion of such proceeds deposited in an escrow account pursuant to the documentation relating to such Disposition and (iii) the amount of any reserves established by Holdings, the Borrower and the Subsidiaries to fund purchase price adjustments, indemnification, other contingent liabilities or any other liabilities retained by Holdings, the Borrower or the Subsidiaries associated with any asset that is subject to such Disposition (as determined by the Borrower in good faith), it being understood that Net Asset Sales Proceeds shall include (x) any amounts released from any escrow described under clause (ii) and the reversal of any reserves described in clause (iii) to the extent such release or reversal occurs without the satisfaction of any applicable liabilities in cash in a corresponding amount, and (y) the amounts described under clauses (ii) and (iii) if the applicable liabilities are satisfied or terminated other than in cash and such amounts have not been released or reversed within 90 days of such satisfaction or termination) but excluding any proceeds required to be paid to a creditor (other than the Lenders) that holds a first priority Lien permitted by Section 8.3(e) on the property that is the subject of such Disposition.