Common use of Net Available Proceeds Clause in Contracts

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.

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 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.