Distribution Proceeds Sample Clauses

Distribution Proceeds. (a) The Company shall ensure that, subject to Clause 7.7 (Application of prepayments), an aggregate amount equal to any Distribution Proceeds is immediately applied in mandatory repayment and cancellation of the Facility in accordance with Clause 7.7 (Application of prepayments). (b) Paragraph (a) above shall not apply to Distribution Proceeds received by the Company which have already been applied in payment of interest or fees in respect of the Facility. (c) For the purposes of this Agreement, “Distribution Proceeds” means:
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Distribution Proceeds. The net cash proceeds resulting from the sale, exchange, lease, refinance or other transfer of all or substantially all of the assets of the Company or from the liquidation of the assets of the Company following the dissolution thereof, subject to the applicable provisions of this Agreement, which are not reinvested or retained by the Company for the continuation of its business, and after deducting all related expenses, (hereinafter referred to as “Distribution Proceeds”) shall be distributed and applied in the following order of priority: 3.5.1 to pay any debts or liabilities of the Company, including, but not limited to, all outstanding Member Loans (together with interest thereon as calculated pursuant to other applicable provisions contained herein) made to the Company by any Member and all necessary expenses of liquidation, if applicable; 3.5.2 to establish any reserves which the Members deem reasonably necessary to provide for any contingent or unforeseen liabilities or obligations of the Company, provided, however that at the expiration of such period of time as the Members deem advisable, the balance of such reserves remaining after the payment of such contingencies shall be distributed to the Members in accordance with Sections 3.5.3, 3.5.4, and 3.5.5 below: 3.5.3 to the Initial Members, in proportion to their respective Capital Contributions; 3.5.4 to the Members, in accordance with, and proportionate to their respective positive Capital Account balances remaining after the payments described in this Section, 3.5, (until the positive Capital Account of each Member, on a pro rata basis, is reduced to zero); and 3.5.5 to the Members in proportion to each Member’s Membership Interest. Sample
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Distribution Proceeds. If the Borrower receives any proceeds of Distribution from the Company or any payment, prepayment or repayment of any sums due under the Intercompany Loan Agreement (except for such amounts received under the Intercompany Loan Agreement which shall be used for the purpose of Squeeze Out), such proceeds and/or sums less any taxes, costs and expenses properly incurred and payable by the Company in connection with making or distributing the Distribution or the payment, prepayment or repayment under the Intercompany Loan Agreement shall be deposited into the applicable Proceeds Accounts for application for mandatory prepayment on the immediately following Interest Payment Date. For the avoidance of doubt, any tax amounts paid or payable by the Company to the Borrower for the purpose of filing a consolidated tax return for the Group shall not be deemed to be a Distribution for the purpose of this Agreement.
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Distribution Proceeds. All proceeds from the distribution of the Series will be paid by the distributor into an Alliance- and TEAM-established escrow account/"lockbox" (escrow agent and instructions to be mutually-approved) and applied in the following order of priority: (a) all unrecouped production costs; (b) all actual, direct, verifiable, out-of-pocket, mutually-approved distribution expenses incurred after the date hereof capped at 10%; and (c) any and all unrecouped guarantees/deficit financing provided by the parties (pari passu); and (d) any and all mutually-approved third-party payments. All remaining proceeds will be distributed to the parties on a 60% to TEAM, 40% to Alliance basis. Neither party will be entitled to charge a distribution fee.
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Related to Distribution Proceeds

  • Liquidation Proceeds Cash received in connection with the liquidation of a defaulted Mortgage Loan, whether through the sale or assignment of such Mortgage Loan, trustee’s sale, foreclosure sale, payment in full, discounted payoff or otherwise, or the sale of the related Mortgaged Property if the Mortgaged Property is acquired in satisfaction of the Mortgage Loan, including any amounts remaining in the related Escrow Account.

  • Application of Net Liquidation Proceeds For all purposes under this agreement, Net Liquidation Proceeds received from a Servicer shall be allocated first to accrued and unpaid interest on the related Mortgage Loan and then to the unpaid principal balance thereof.

  • Distribution of Collateral Proceeds In the event that, following the occurrence or during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of, the Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent to protect or preserve the collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent under this Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Majority Banks shall determine; provided, however, that (i) distributions in respect of such Obligations shall be made pari passu among Obligations with respect to the Agent's fee payable pursuant to Section 4.3 and all other Obligations, (ii) in the event that any Bank shall have wrongfully failed or refused to make an advance under Section 2.7 and such failure or refusal shall be continuing, advances made by other Banks during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the other Obligations described in this subsection (b), and (iii) Obligations owing to the Banks with respect to each type of Obligation such as interest, principal, fees and expenses, shall be made among the Banks pro rata; and provided, further, that the Majority Banks may in their discretion make proper allowance to take into account any Obligations not then due and payable; and (c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

  • Distribution of Proceeds In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies; (b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and (c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

  • Distribution Upgrades The Connecting Transmission Owner shall design, procure, construct, install, and own the Distribution Upgrades described in Attachment 6 of this Agreement. If the Connecting Transmission Owner and the Interconnection Customer agree, the Interconnection Customer may construct Distribution Upgrades. The actual cost of the Distribution Upgrades, including overheads, shall be directly assigned to the Interconnection Customer. The Interconnection Customer shall be responsible for its share of all reasonable expenses, including overheads, associated with owning, operating, maintaining, repairing, and replacing the Distribution Upgrades, as set forth in Attachment 6 to this Agreement.