Minimum Offering Amount definition

Minimum Offering Amount means the amount of $8,000,000 in Gross Proceeds of the Offering. "Net Cash Flow" means, with respect to any fiscal period, the excess, if any, of (i) all cash funds derived from the operations of the Partnership during such period, including the yield from the Interim Investments and excess cash reserves deemed distributable by the General Partners pursuant to Section 3.3E hereof, over (ii) all cash disbursed in the operations of the Partnership during such period, including cash used to pay, or establish reasonable reserves for, operating expenses, fees, commissions, debt service and loan repayments (except for repayment of advances under the Cash Flow Deficit Guaranty Agreement), improvements, repairs, replacements, contingencies and anticipated obligations, but without regard to amortization and depreciation. Net Cash Flow shall not include amounts distributed under Sections 4.1 or 4.2 hereof. "Net Proceeds of the Offering" means the Gross Proceeds of the Offering less the Selling Commis- sions, the Organization and Start-Up Fee, and the Offering and Promotional Expenses Reimbursement Allowance. "Net Proceeds from a Refinancing" means the gross proceeds to the Partnership of any Refinancing, less any amounts deemed necessary by the General Partners to be allocated to the establishment of reserves, the payment of any debts and liabilities of the Partnership to creditors (except for repayment of advances under the Cash Flow Deficit Guaranty Agreement and payment of the Deferred Land Payments), and the payment of any reasonable expenses or costs associated with the Refinancing, including but not limited to, fees, points, or commissions paid to any unaffiliated Persons. "Net Proceeds from a Sale" means the gross proceeds to the Partnership of any Sale, less any amounts deemed necessary by the General Partners to be allocated to the establishment of reserves, the payment of any debts and liabilities of the Partnership to creditors (except for repayment of advances under the Cash Flow Deficit Guaranty Agreement and payment of the Deferred Land Payments), and the payment of any reasonable expenses or costs associated with the Sale, including but not limited to, fees or real estate brokerage commissions paid to any unaffiliated Persons. "Net Proceeds of Sale or Refinancing" means the Net Proceeds from a Sale or Net Proceeds from a Refinancing, as the case may be. "Notification" means a writing, containing the information required by this Agreement to be commun...