Net Available Proceeds Clause Samples

Net Available Proceeds. The Canadian Borrower on behalf of all the Borrowers shall make repayments in respect of the Facilities as follows:
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Net Available Proceeds. The term “NET AVAILABLE PROCEEDS” means: (a) in the case of any PREPAYMENT DISPOSITION, the aggregate amount of all cash payments, and the fair market value of any non-cash consideration, received by the BORROWER or its SUBSIDIARIES directly or indirectly in connection with such PREPAYMENT DISPOSITION, provided that (i) NET AVAILABLE PROCEEDS shall be net of (x) the amount of any legal, title, accounting, investment banking and recording tax expenses, commissions and other fees and expenses payable by the BORROWER or its SUBSIDIARIES in connection with such PREPAYMENT DISPOSITION, (y) any foreign or U.S. federal, state and local income or other taxes estimated to be payable by the BORROWER or its SUBSIDIARIES as a result of such PREPAYMENT DISPOSITION, and (z) reserves established in accordance with G.A.A.P. for obligations related to such PREPAYMENT DISPOSITION, and (ii) NET AVAILABLE PROCEEDS shall be net of any repayments (including reasonable expenses in connection therewith) by the BORROWER or any of its SUBSIDIARIES of INDEBTEDNESS to the extent that (x) such INDEBTEDNESS is secured by a LIEN on the property that is the subject of such PREPAYMENT DISPOSITION, and (y) the transferee of (or holder of a LIEN on) such property requires that such INDEBTEDNESS be repaid as a condition to the DISPOSITION of such property; (b) in the case of any CASUALTY EVENT, the aggregate amount of proceeds of insurance, condemnation awards and other compensation received by the BORROWER or its SUBSIDIARIES in respect of such CASUALTY EVENT net of (i) reasonable expenses incurred by the BORROWER or its SUBSIDIARIES in connection therewith, (ii) contractually required repayments of INDEBTEDNESS to the extent secured by a LIEN on such property, and (iii) any income and transfer taxes payable by the BORROWER or any of its SUBSIDIARIES in respect of such CASUALTY EVENT; and (c in the case of the issuance of debt obligations by the BORROWER or any of its SUBSIDIARIES, the aggregate amount of the proceeds of such debt issuance received by the BORROWER or its SUBSIDIARIES therefrom less any reasonable and necessary expenses incurred by the BORROWER or its SUBSIDIARIES in connection therewith.
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Net Available Proceeds. The relevant Borrower Group Company shall procure that all Net Available Proceeds shall be paid directly into the Collections Account or an Obligor Payment Account, unless such Net Available Proceeds in respect of a Total Loss are paid to the Security Trustee in which case the Security Trustee shall pay such amounts into the Collections Account within two Business Days of receipt. If a Disposition occurs after a Collection Period has ended but prior to the related Payment Date, the Borrower may elect to treat such Disposition as having occurred (and the related Net Available Proceeds as having been received) during such Collection Period, including for purposes of determining amount payable pursuant to Section 8, subject to delivery of a prepayment notice in accordance with the requirements of the Credit Agreement. In addition, the Borrower may elect to transfer any amounts on deposit in the Security Deposit Account or Maintenance Reserve Account relating to an Asset subject to a Disposition to the Collections Account on the date of such Disposition to be applied to the related prepayment (and other amounts due in connection with such disposition) (and for the avoidance of doubt, if such amounts are on deposit in an Account and the Security Trustee has been instructed to transfer such amounts to the Collections Account, such amounts shall be considered as having been deposited in the Collections Account for purposes of determining if the required prepayment amount has been deposited in the Collections Account permitting release of the relevant Collateral in connection with such Disposition).
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Net Available Proceeds. 5 ------------------- NOTE: This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.
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Net Available Proceeds. The term “NET AVAILABLE PROCEEDS” means any cash payments, and the fair-market cash value of any non-cash consideration, received by any of the BORROWERS directly or indirectly in connection with the sale, transfer, license, lease or other disposition of any assets of a BORROWER, net of (a) the amount of any legal, title, accounting, recording tax expenses, commissions and other reasonable and necessary fees and expenses payable by the BORROWERS in connection with the subject transaction, and (b) any federal, state and local income or other taxes reasonably estimated to be payable by the BORROWERS as a result of such transaction.
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Net Available Proceeds. 16 9-1/8% Senior Notes..................................................17 9-1/8% Senior Notes Indenture........................................17
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Related to Net Available Proceeds

  • Sale Proceeds The proceeds of sale of any new Series of Notes shall be wired to the Collection and Funding Account, and the Indenture Trustee shall disburse such sale proceeds at the direction of the Administrator on behalf of the Issuer, except to the extent such funds are needed to satisfy the Collateral Test. The Administrator on behalf of the Issuer may direct the Issuer to apply such proceeds to reduce pro rata based on Invested Amounts, the VFN Principal Balance of any Classes of Variable Funding Notes, or to redeem any Series of Notes in accordance with Section 13.1. In the absence of any such direction, the proceeds of such sale shall be distributed to the Depositor or at the Depositor’s direction on the Issuance Date for the newly issued Notes. The Administrator shall deliver to the Indenture Trustee a report demonstrating that the release of sale proceeds pursuant to the Issuer’s direction will not cause a failure of the Collateral Test, as a precondition to the Indenture Trustee releasing such proceeds.

  • Excess Cash Flow In the event that there shall be Excess Cash Flow in excess of $2,500,000 for any Fiscal Year, the Borrower shall, not later than the tenth Business Day following the date that is ninety days after the end of such Fiscal Year, prepay the Loans in an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.

  • Distributions of Available Cash From Operating Surplus Available Cash that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or Section 6.5 shall be distributed as follows, except as otherwise contemplated by Section 5.6(b) in respect of additional Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units): (a) First, 100% to the General Partner and the Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (b) Second, 100% to the General Partner and the Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (c) Third, (i) to the General Partner in accordance with its Percentage Interest; (ii) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (d) Fourth, (i) to the General Partner in accordance with its Percentage Interest; (ii) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e); provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e).

  • Excess Cash Borrower shall establish on the date hereof an Eligible Account with Lender or Lender’s agent into which Borrower shall deposit all Excess Cash on each Payment Date during the continuation of a Cash Sweep Period (the “Excess Cash Reserve Account”). Amounts so deposited shall hereinafter be referred to as the “

  • Distributions of Available Cash from Capital Surplus Available Cash that is deemed to be Capital Surplus pursuant to the provisions of Section 6.3(a) shall be distributed, unless the provisions of Section 6.3 require otherwise, to the General Partner and the Unitholders, Pro Rata, until a hypothetical holder of a Common Unit acquired on the Closing Date has received with respect to such Common Unit distributions of Available Cash that are deemed to be Capital Surplus in an aggregate amount equal to the Initial Unit Price. Available Cash that is deemed to be Capital Surplus shall then be distributed (A) to the General Partner in accordance with its Percentage Interest and (B) to all Unitholders holding Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Cumulative Common Unit Arrearage. Thereafter, all Available Cash shall be distributed as if it were Operating Surplus and shall be distributed in accordance with Section 6.4.