Proceeds

Proceeds. The sum of (i) the actual net proceeds received by members of the Berkshire Owner Group for Acquired Class A Units in all Common Sales and Sale Transactions after deducting all Unreimbursed Expenses, and (ii) any distributions, reduced by the amount of any taxes paid by the Blocker Corporation (as defined in the LLC Agreement) which are attributable to income and gain allocated to the Blocker Corporation by the Company, received by any member of the Berkshire Owner Group in respect of the... Acquired Class A Units; provided, that, in no event shall "Proceeds" include the receipt by any member of the Berkshire Owner Group of (A) closing fees, investment banking fees, or similar fees, and (B) any expenses or other reimbursements and fees under any advisory services agreement, management agreement or otherwise including, without limitation, any indemnification payments. For purposes of this definition, all non-cash proceeds received by any member of the Berkshire Owner Group shall be valued at the Fair Market Value of such proceeds; provided, that, escrows, purchase price adjustments, and any other forms of contingent consideration shall not be treated as Proceeds until reduced to cash. View More

Proceeds. Without duplication, (i) cash proceeds and Marketable Securities of third parties actually received by the Sponsors as consideration for the sale or other disposition of the Sponsors' Common Shares, net of Sales Costs, and (ii) cash dividends and other cash distributions actually received by the Sponsors with respect to the Sponsors' Common Shares. For the avoidance of doubt, "Proceeds" shall not include (x) any transaction or monitoring fees or any expense reimbursement received by the... Sponsors or (y) the value of any successor shares retained following the consummation of any IPO of the Company or the successor to the Company or any of its Affiliates that is the issuer in the IPO. Notwithstanding the foregoing, as of the first date following an IPO on which the Sponsors hold 20% or less of the Common Shares or any successor shares thereto issued in connection with an IPO, as applicable, that they held immediately prior to the IPO (as adjusted for any stock splits or other changes affecting the Common Shares or such successor shares) (the "Final Performance Measurement Date"), (i) all remaining Common Shares or successor shares held by the Sponsors shall be deemed sold for a per-share cash amount equal to the volume weighted average share price of the Common Shares or any successor shares thereto on the principal securities market on which such shares are traded over the sixty (60) trading days preceding the Final Performance Measurement Date, and (ii) the aggregate amount of such deemed cash, net of Sales Costs, shall be deemed received as Proceeds for all purposes under this Agreement. For the avoidance of doubt, the Final Performance Measurement Date shall be a Measurement Date under this Agreement. View More

Proceeds. "proceeds," as such term is defined in section 9-306(1) of the UCC and, in any event, shall include, without limitation, (i) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to Debtor from time to time with respect to any of the Collateral, (ii) any and all payments (in any form whatsoever) made or due and payable to Debtor (or any affiliate or agent) from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or... any part of the Collateral by any governmental body, authority, bureau or agency (or any person acting under color of governmental authority), (iii) any claim of Debtor against third parties (A) for past, present or future infringement of any Patent or Patent License or (B) for past, present or future infringement or dilution of any Trademark or Trademark License or for injury to the goodwill associated with any Trademark, Trademark registration or Trademark licensed under any Trademark License, and (iv) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral View More

Proceeds. Has the meaning given to it in the UCC.

Proceeds. Means "proceeds," as such term is defined in the Code, including (i) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to the Grantor from time to time with respect to any of the Fredonia Equipment (as hereinafter defined), (ii) any and all payments (in any form whatsoever) made or due and payable to the Grantor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Fredonia Equipment by any... governmental authority (or any Person acting under color of governmental authority), (iii) any recoveries by the Grantor against third parties with respect to any litigation or dispute concerning any of the Fredonia Equipment including claims arising out of the loss or nonconformity of, interference with the use of, defects in, or infringement of rights in, or damage to, the Fredonia Equipment, (iv) all amounts collected on, or distributed on account of, the Fredonia Equipment, and (v) any and all other amounts, rights to payment or other property acquired upon the sale, lease, license, exchange or other disposition of the Fredonia Equipment and all rights arising out of the Fredonia Equipment. View More

Proceeds. Shall have the meaning assigned thereto by the UCC and, in any event, shall include, but not be limited to, (i) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to the Debtor from time to time with respect to any of the Collateral, including, but not limited to any and all proceeds of business disruption insurance, (ii) any and all payments (in any form whatsoever) made or due and payable to the Debtor from time to time in connection with any of the Collateral... including, but not limited to, any rents, lease payments, or profits derived therefrom. View More

Proceeds. Means, with respect to any Event, the sum equal to the difference between (x) the total proceeds received and to be received, by Parent after the Effective Date in connection with such Event consisting solely of (i) cash actually received by Parent as a result of such Event; (ii) notes, debt or other obligations issued to Parent in connection with such Event and payable in installments or otherwise deferred ("Deferred Obligations"), including amounts held in escrow, but excluding, for purposes... of this definition of Deferred Obligations, Earn-Out Payments as defined below; (iii) equity securities and other non-cash property; and (iv) contingent payments related to future earnings or operations ("Earn-Out Payments")) (but excluding, for the avoidance of doubt, the amount of any decrease, repayment or extinguishment of, or assumption by an acquiring party in an acquisition of assets or equity of, any indebtedness of Parent or its affiliates (including, without limitation, the Borrower)), minus (y) the aggregate amount of all fees, costs, expenses, liabilities, obligations and other amounts (including, without limitation, investment banking fees, advisory or consultant fees, accountant's or attorney's fees, transfer or similar taxes or other taxes imposed by any jurisdiction, reimbursement of expenses and indemnity payments) incurred or payable (or estimated in good faith to be incurred or payable) by Parent or its subsidiaries in connection with such Event ("Event Expenses"); provided that, with respect to all non-cash proceeds (including, without limitation, Deferred Obligations, Earn-Out Payments, amounts held in escrow and other contingent payments) received or to be received by Parent in connection with an Event, such non-cash proceeds (or any portion thereof, as determined by the board of directors of Parent in its sole discretion) will either, as determined by the board of directors of Parent in its sole discretion, be (i) valued in good faith by the board of directors of Parent (and the value so determined will be treated as Proceeds as of the date such non-cash proceeds were received by Parent) or (ii) excluded from Proceeds until converted into or exchanged for or disposed of by Parent for cash, or otherwise actually paid to Parent in cash. View More

Proceeds. Shall have the meaning given to that term in the Code and shall include without limitation whatever is received when Collateral or Proceeds are sold, exchanged, collected or otherwise disposed of, whether cash or non-cash, and includes without limitation proceeds of insurance payable by reason of loss of or damage to Collateral.

Proceeds. The respective meanings set forth in the Indenture Security Agreement.

Proceeds. Shall have the meaning ascribed to such term in the Uniform Commercial Code of the State of New York.