Allocation of Net Proceeds. Solid acknowledges that the Company may acquire Additional Patents from other entities and that those Additional Patents may or may not be asserted as part of the Company’s Enforcement Activities. Solid further acknowledges that as part of its Enforcement Activities the Company may enter into settlements that cover these Additional Patents. In situations where portions of Gross Proceeds relate to the Additional Patents, the Company and the Management Group will work with Solid to devise a fair and equitable allocation of the Net Proceeds between the Company and Solid with respect to any funds that might be due to any third party from which the Additional Patents are acquired. Notwithstanding the foregoing, in situations where portions of the Gross Proceeds relate to Additional Patents, the allocation of Net Proceeds would be mutually agreed upon by the parties on a case by case basis.

Allocation of Net Proceeds. Gxxxxxx acknowledges that the Company may acquire Additional Patents from other entities and that those Additional Patents may or may not be asserted as part of the Company’s Enforcement Activities. Gxxxxxx further acknowledges that as part of its Enforcement Activities the Company may enter into settlements that cover these Additional Patents. In situations where portions of Gross Proceeds relate to the Additional Patents, the Company and the Management Group will work with Gxxxxxx to devise a fair and equitable allocation of the Net Proceeds between the Company and Gxxxxxx with respect to any funds that might be due to any third party from which the Additional Patents are acquired. Notwithstanding the foregoing, in situations where portions of the Gross Proceeds relate to Additional Patents, the allocation of Net Proceeds would be mutually agreed upon by the parties on a case by case basis.

Allocation of Net Proceeds. Energy Telecom acknowledges that the Company may acquire Additional Patents from other entities and that those Additional Patents may or may not be asserted as part of the Company’s Enforcement Activities. Energy Telecom further acknowledges that as part of its Enforcement Activities the Company may enter into settlements that cover these Additional Patents. In situations where portions of Gross Proceeds relate to the Additional Patents, the Company and the Management Group will work with Energy Telecom to devise a fair and equitable allocation of the Net Proceeds between the Company and Energy Telecom with respect to any funds that might be due to any third party from which the Additional Patents are acquired. Notwithstanding the foregoing, in situations where portions of the Gross Proceeds relate to Additional Patents, the allocation of Net Proceeds would be mutually agreed upon by the parties on a case by case basis.

Allocation of Net Proceeds. Xxxxxxx wishes to keep the Company's management team (the "Management Team") listed on Exhibit C attached to and made a part of this Agreement by this reference, intact and to encourage the Management Team to remain with the Company until consummation of the Transaction, and if the terms and conditions of the Transaction so provide, for a limited period thereafter, in order to facilitate an orderly Transaction at the highest possible purchase price. Consequently, Xxxxxxx agrees with the Company for the benefit of the Management Team still with the Company upon consummation of the Transaction that the Net Proceeds for the consummated Transaction shall be allocated as follows: (a) The first $1 million of Net Proceeds will be allocated and paid to Xxxxxxx; (b) Of the next $4 million of Net Proceeds, 50% will be allocated and paid to Xxxxxxx and 50% will be allocated and paid to the Management Team; (c) Of the next $5 million of Net Proceeds, 60% will be allocated and paid to Xxxxxxx and 40% will be allocated and paid to the Management Team; (d) All other Net Proceeds will be allocated and paid to Xxxxxxx; and (e) Any and all sums payable to the Management Team pursuant to the foregoing paragraphs shall be immediately paid and distributed directly by Xxxxxxx, or at the request of Xxxxxxx, by Purchaser in accordance with the allocations set forth in Exhibit C. Any and all such payments shall be made contemporaneously with and as a part of the closing of the Transaction.

Allocation of Net Proceeds. The net proceeds from each sale of the Shares by the Escrow Agents and any amounts paid to KS, as an Escrow Agent, into escrow by FI pursuant to Section 6.c. (1) shall be allocated as follows (For examples of how this Section works in conjunction with the rest of Section 6, see Exhibit F): (i) First, AAFCO shall be allocated the amount, if any, equal to the product of (a) the number of Shares sold, and (b) the amount by which $28.25 (the "Deficiency Guarantee") exceeds the per share Escrow Advance Payments, if any, attributable to such Shares which was paid to AAFCO pursuant to Section 6.d. above and not thereafter refunded by AAFCO pursuant to Section 6.d.; (ii) Second, to the extent any amounts remain, FI shall be allocated the amount, if any, equal to the aggregate Escrow Advance Payments, if any, attributable to such Shares paid to AAFCO pursuant to Section 6.d. above and not thereafter refunded by AAFCO pursuant to Section 6.d.; and (iii) Third, AAFCO shall be allocated any remaining amounts.

Related to Allocation of Net Proceeds

Application of Net Proceeds The Company shall apply the net proceeds from the Offering received by it in a manner consistent with the application thereof described under the caption “Use of Proceeds” in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
Allocation of Net Profits and Net Losses As of the last day of each Fiscal Period, any Net Profits or Net Losses for the Fiscal Period shall be allocated among and credited to or debited against the Capital Accounts of the Members in accordance with their respective Investment Percentages for such Fiscal Period.
Allocation of Proceeds If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the Loan Documents, in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party hereto.
Allocation of Net Income and Net Loss Net Income or Net Loss of the Partnership shall be determined as of the end of each calendar year and as of the end of any interim period extending through the day immediately preceding any (i) disproportionate Capital Contribution, (ii) disproportionate distribution, (iii) Transfer of a Partnership Interest in accordance with the terms of this Agreement, or (iv) Withdrawal Event. If a calendar year includes an interim period, the determination of Net Income or Net Loss for the period extending through the last day of the calendar year shall include only that period of less than twelve (12) months occurring from the day immediately following the last day of the latest interim period during the calendar year and extending through the last day of the calendar year. For all purposes, including income tax purposes, Net Income, if any, of the Partnership for each calendar year or interim period shall be allocated among the Partners in proportion to their respective Partnership Percentages for the calendar year or interim period. In the event of a Net Loss for a particular calendar year or interim period, then, for such calendar year or interim period, the Net Loss for such calendar year or interim period shall be allocated among the Partners in proportion to their respective Partnership Percentages for the calendar year or interim period.
Application of Net Liquidation Proceeds For all purposes under this agreement, Net Liquidation Proceeds received from a Servicer shall be allocated first to accrued and unpaid interest on the related Mortgage Loan and then to the unpaid principal balance thereof.
Allocations of Net Profits and Net Losses Except as otherwise set forth herein, Net Profits and Net Losses shall be allocated for each Fiscal Year to the Members in proportion to their respective Capital Accounts.
Distributions of Net Cash Flow The Net Cash Flow of the Partnership for each calendar year, shall be distributed to the Partners from time to time, in the discretion of the General Partner, in accordance with the Percentage Interests of the Partners.
Limitation on Allocation of Net Loss To the extent that any allocation of Net Loss would cause or increase an Adjusted Capital Account Deficit as to any Holder, such allocation of Net Loss shall be reallocated (x) first, among the other Holders of Partnership Common Units in accordance with their respective Percentage Interests with respect to Partnership Common Units and (y) thereafter, among the Holders of other classes of Partnership Units as determined by the General Partner, subject to the limitations of this Section 6.4.A(vi).
Distribution of Proceeds In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies; (b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and (c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.
CALCULATION OF NET ASSET VALUE U.S. Trust will calculate the Fund's daily net asset value and the daily per-share net asset value in accordance with the Fund's effective Registration Statement on Form N-2 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), including its current prospectus. If so directed, U.S. Trust shall also calculate daily the net income of the Fund

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