Gross Cash Proceeds definition

Gross Cash Proceeds means, with respect to any Equity Issuance by any Person, the aggregate amount of all cash and the Fair Market Value of all other property (other than securities of such Person being converted or exchanged in connection with such Equity Issuance) received by such Person in respect of such Equity Issuance.

Gross Cash Proceeds means all cash proceeds received pursuant to licenses, judgments, settlements and other payments with respect to the right to make, have made, use, sell, and import products utilizing the MSD Patents.

Gross Cash Proceeds means, with respect to any sale, lease, transfer or other disposition of any asset or the sale or issuance of any Debt or capital stock or other ownership or profit interest, any securities convertible into or exchangeable for capital stock or other ownership or profit interest or any warrants, rights, options or other securities to acquire capital stock or other ownership or profit interest by any 29 23 Person, or any Extraordinary Receipt received by or paid to or for the account of any Person, the aggregate amount of cash proceeds receivable (whether as initial consideration or through payment or disposition of deferred consideration) by or on behalf of such Person in connection with such transaction, prior to deduction for brokerage commissions, underwriting fees, legal fees, finder's fees and other similar fees and commissions, discounts and other expenses.

Gross Cash Proceeds means, with respect to any Disposition (which for purposes hereof shall exclude any refinancing of Debt secured thereby or any sale/leaseback thereof or any similar transaction) or of Rolling Stock, the aggregate cash proceeds (including cash proceeds received pursuant to policies of insurance or by way of deferred payment of principal pursuant to a note, installment receivable or otherwise, but only as and when received) received by any Loan Party pursuant to such Disposition, net of (i) the direct reasonable costs relating to such Disposition (including reasonable and customary sales commissions and reasonable legal, accounting and investment banking fees) and (ii) taxes paid or reasonably estimated by such Loan Party to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements). Hedging Agreement: (a) any “swap agreement” as defined in Section 101(53B)(A) of the Bankruptcy Code and (b) any agreement relating to any swap, cap, floor, collar, option, forward, cross right or obligation, or combination thereof or similar transaction, with respect to interest rate, foreign exchange, currency, commodity, credit or equity risk.

Gross Cash Proceeds means, with respect to any Disposition (which for purposes hereof shall exclude any refinancing of Debt secured thereby or any sale/leaseback thereof or any similar transaction) or of Rolling Stock, the aggregate cash proceeds (including cash proceeds received pursuant to policies of insurance or by way of deferred payment of principal pursuant to a note, installment receivable or otherwise, but only as and when received) received by any Loan Party pursuant to such Disposition, net of (i) the direct reasonable costs relating to such Disposition (including reasonable and customary sales commissions and reasonable legal, accounting and investment banking fees) and (ii) taxes paid or reasonably estimated by such Loan Party to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements). FLSA: the Fair Labor Standards Act of 1938. Foreign Lender: any Lender that is organized under the laws of a jurisdiction other than the laws of the United States, or any state or district thereof. Foreign Plan: any employee benefit plan or arrangement (a) maintained or contributed to by any Loan Party or Subsidiary which is not subject to the laws of the United States; or (b) mandated by a government other than the United States for employees of any Loan Party or Subsidiary.

Gross Cash Proceeds means, with respect to any Equity Issuance by any Person, the aggregate amount of all cash and the Fair Market Value of all other property (other than securities of such Person being converted or exchanged in connection with such Equity Issuance) received by such Person in respect of such Equity Issuance. “Guarantors” means, individually and collectively, as the context shall require, the REIT Guarantor and any other Person that is now or hereafter a party to the Guaranty as a “Guarantor” pursuant to the requirements of Section 7.12(a). “Guaranties” (whether one or more) means the Guaranty substantially in the form of Exhibit C executed by the Guarantors and delivered to the Agent in accordance with this Agreement. “Hazardous Materials” means all or any of the following: (a) substances that are defined or listed in, or otherwise classified pursuant to, any applicable Environmental Laws as “contaminant”, “hazardous substances”, “hazardous materials”, “hazardous wastes”, “pollutant”, “toxic substances” or any other formulation intended to define, list or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, “TCLP” toxicity or “EP toxicity”; (b) oil, petroleum or petroleum derived substances, natural gas, natural gas liquids or synthetic gas and drilling fluids, produced waters and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal resources; (c) any flammable substances or explosives or any radioactive materials; (d) asbestos in any form; (e) electrical equipment which contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of fifty parts per million; and (f) any other chemicals, materials or substances regulated pursuant to any Environmental Law. “Impacted Interest Period” has the meaning given to that term in the definition of “LIBOR Base Rate” in this Section 1.1. “Indebtedness” means, with respect to a Person, at the time of computation thereof, all of the following (without duplication): (a) all obligations of such Person in respect of money borrowed (other than accounts payable incurred in the ordinary course of business which are not more than sixty (60) days past due); (b) all obligations of such Person, whether or not for money borrowed (i) represented by notes payable, or drafts accepted, in each case representing extensions of credit, (ii) evidenced by bonds, deb...

Gross Cash Proceeds in connection with any issuance or sale of Capital Stock, the gross cash proceeds of such issuance before deduction for investment banking fees, underwriting discounts and commissions and other fees and expenses incurred in connection therewith.

Gross Cash Proceeds means, with respect to any issuance or sale by the Parent of debt or equity securities, the aggregate gross cash proceeds received by the Parent, in respect of any such issuance or sale of securities.

Gross Cash Proceeds means the gross cash proceeds received by the Issuer from the applicable event; provided that, to constitute “Gross Cash Proceeds,” the net cash proceeds received by the Issuer from such applicable event may not be less than 95.00% of the gross cash proceeds received by the Issuer from the applicable event.

Gross Cash Proceeds means the proceeds from the settlement of any of the Accounting Claims (or any trial, mediation, arbitration or other adjudication thereof).