Allocations Of Profit And Loss And Distributions In Respect Of Interests Transferred Sample Clauses

Allocations Of Profit And Loss And Distributions In Respect Of Interests Transferred. (a) If any Unit or other interest in the Partnership is transferred, or is increased or decreased by reason of the admission of a new Partner or otherwise, during any fiscal year, each item of Adjusted Net Income Or Loss, Book Gain Or Loss and other Partnership profit and loss for such year shall be divided and allocated among the Partners in question by taking account of their varying interests in the Partnership during such year on a daily, monthly or other basis, as determined by the General Partner using any permissible method under section 706 of the Code and the Regulations thereunder. (b) Distributions of Partnership properties in respect of a Unit or other interest in the Partnership shall be made only to the persons or entities who, according to the Partnership's books and records, are the holders of record of the Units or other interests in the Partnership in respect of which such distributions are made on the actual date of distribution. Neither the Partnership nor the General Partner shall incur any liability for making distributions in accordance with the provisions of the preceding sentence, whether or not the Partnership or the General Partner has knowledge or notice of any transfer or purported transfer of ownership of any Unit or other interest in the Partnership. (c) Notwithstanding any provision above to the contrary, Book Gain Or Loss realized in connection with a sale or other disposition of any Partnership properties shall be allocated solely among the parties owning Units or other interests in the Partnership as of the date such sale or other disposition occurs.
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Allocations Of Profit And Loss And Distributions In Respect Of Interests Transferred. (a) If any Unit or other interest in the Partnership is transferred, or is increased or decreased by reason of the admission of a new Partner or otherwise, during any fiscal year, each item of Adjusted Net Income Or Loss, Book Gain Or Loss and other Partnership profit and loss for such year shall be divided and allocated among the Partners in question by taking account of their varying interests in the Partnership during such year on a daily, monthly or other basis, as determined by the General Partner using any permissible method under section 706 of the Code and the Regulations thereunder.
Sample 1
Allocations Of Profit And Loss And Distributions In Respect Of Interests Transferred. (a) If any Unit or other interest in the Partnership is transferred, or is increased or decreased by reason of the admission of a new Partner or otherwise, during any fiscal year, each item of Adjusted Net Income Or Loss, Book Gain Or Loss and other Partnership profit and loss for such year shall be divided and allocated among the Partners in question by taking account of their varying interests in the Partnership during such year on a daily, monthly or other basis, as determined by the General Partner using any permissible method under section 706 of the Code and the Regulations thereunder. (b) Distributions of Partnership properties in respect of a Unit or other interest in the Partnership shall be made only to the persons or entities who, according to the Partnership’s books and records, are the holders of record of the Units or other interests in the Partnership in respect of which such distributions are made on the actual date of distribution. Neither the Partnership nor the General Partner shall incur any liability for making distributions in accordance with the provisions of the preceding sentence, whether or not the Partnership or the General Partner has knowledge or notice of any transfer or purported transfer of ownership of any Unit or other interest in the Partnership. (c) Notwithstanding any provision above to the contrary, Book Gain Or Loss realized in connection with a sale or other disposition of any Partnership properties shall be allocated solely among the parties owning Units or other interests in the Partnership as of the date such sale or other disposition occurs. Brownsville-Valley Regional Medical Center, Inc. $ 840,000 56 Columbia-SDH Holdings, Inc. $ 83,835,000 0000 Xxxxxx Xxxxxxxx, MD $ 15,000 1 X.X. Xxxxxxxx, Xx. MD $ 90,000 6 Xxxxxx Xxxxxxxxxx, MD $ 15,000 1 Xxxxxx X. XxXx Xxxx $ 15,000 1 Xxxxx X. XxXxXxxx $ 105,000 7 Xxxx Xxxxxxx, Xx. $ 15,000 1 Xxxx X. XxXxxx, MD $ 15,000 1 Xxxxxxx X. Xxxx, Xx. MD $ 30,000 2 Xxxxx X. Xxxxx, MD $ 15,000 1 Xxxxxxx X. Xxxxxxx, MD $ 150,000 10 Xxxxxxx X. Xxxxx, MD PA $ 30,000 2 Xxxxxx Xxxxxxxx, Jr., MD $ 45,000 3 Xxxxxx X. Xxxxxxxx, MD $ 15,000 1 Xxxxxx X. Xxxxxxx, MD $ 210,000 14 Xxxxxx X. Xxxxxx, MD $ 15,000 1 Xxxxxxxxx Xxxxxxxx Investment L.P. $ 150,000 10 Xxxxxx X. Xxxxxxxx, MD $ 30,000 2 Xxxx X. Xxxxxxxx, MD $ 15,000 1 Xxxxxxxx X. Xxxxx, MD $ 75,000 5 Xxxxxx Xxxxxxx, MD $ 15,000 1 Xxxxx Xxxxxxxx, Xx. MD $ 45,000 3 Xxxx X. Xxxxxx, MD $ 150,000 10 M.A. Xxxxxxxxx Real Est. Ltd. Partnership $ 150...
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Allocations Of Profit And Loss And Distributions In Respect Of Interests Transferred. (a) If any Unit or other interest in the Company is transferred, or is increased or decreased by reason of the admission of a new Member or otherwise, during any Fiscal Year, each item of Adjusted Net Income Or Loss, Book Gain Or Loss and other Company profit and loss for such year shall be divided and allocated among the Members in question by taking account of their varying interests in the Company during such year on a daily, monthly or other basis, as determined by the Manager using any permissible method under Section 706 of the Code and the Regulations thereunder. (b) Distributions of Company properties in respect of a Unit or other interest in the Company shall be made only to the persons or entities who, according to the Company’s books and records, are the holders of record of the Units or other interests in the Company in respect of which such distributions are made on the actual date of distribution. Neither the Company nor the Manager shall incur any liability for making distributions in accordance with the provisions of the preceding sentence, whether or not the Company or the Manager has knowledge or notice of any transfer or purported transfer of ownership of any Unit or other interest in the Company. (c) Notwithstanding any provision above to the contrary, Book Gain Or Loss (and taxable gain or loss to the extent permitted by the Code and Regulations) realized in connection with a sale or other disposition of any Company properties shall be allocated solely among the parties owning Units or other interests in the Company as of the date such sale or other disposition occurs. National Health Industries, Inc. 0000 Xxxxxx Xxxxxxx Road, Suite 300 Louisville, Kentucky 40223 Attn: President Fax: (000) 000-0000 $ 128,000,000 80 CHS/Community Health Systems, Inc. 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxxx 00000 Attn: Senior Vice President- Development Fax: (000) 000-0000 $ 32,000,000 20 (1) The aggregate Capital Contributions of CHS and AFAM reflect the agreed-upon Enterprise Value of the Company. The final determination of Enterprise Value and the corresponding Capital Contributions of CHS and AFAM are subject to adjustment in the manner prescribed in Article 1 of the Purchase Agreement, which process shall not be completed for several months after the date of this Agreement. Upon completion of the adjustment process set forth in the Purchase Agreement, the Capital Contribution amounts set forth in this Exhibit B shall be adjusted appropriately to...
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Related to Allocations Of Profit And Loss And Distributions In Respect Of Interests Transferred

  • Allocations and Distributions The LLC's profits and losses shall be allocated to the Member. At the time determined by a majority of the Managers, the Managers may cause the LLC to distribute to the Member any cash held by it which is neither reasonably necessary for the operation of the LLC nor the performance of its contractual obligations, nor which is in violation of Sections 18-607 or 18-804 of the Act or any contractual agreement binding on the LLC.

  • Allocations of Profits and Losses Except as otherwise provided in this Agreement, Profits and Losses (and, to the extent necessary, individual items of income, gain or loss or deduction of the Partnership) shall be allocated in a manner such that the Capital Account of each Partner after giving effect to the Special Allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made pursuant to Article IV if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to their Carrying Value, all Partnership liabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets of the Partnership were distributed to the Partners pursuant to this Agreement, minus (ii) such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. For purposes of this Article V, each Unvested Unit shall be treated as a Vested Unit. Notwithstanding the foregoing, the General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a partner’s interest in the Partnership.

  • Payments and Distributions (a) On each Determination Date, the Servicer shall calculate: (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date. (b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections: (i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods); (ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year; (iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall; (iv) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amount; (v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall; (vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount; (vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance; (viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount; (ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and (x) to the Certificateholder, any remaining amounts. (c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period: (i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods); (ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party); (iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall; (iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero; (v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall; (vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and (vii) to the Certificateholder, any remaining funds. (d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date. (e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be. (f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.

  • Allocation of Profits and Losses Distributions Profits/Losses. For financial accounting and tax purposes, the Company's net profits or net losses shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member's relative capital interest in the Company as set forth in Schedule 2 as amended from time to time in accordance with U.S. Department of the Treasury Regulation 1.704-1.

  • Allocation of Profit and Loss Section 5.01 of the Partnership Agreement is hereby deleted in its entirety and the following new Section 5.01 is inserted in its place:

  • Capital Contributions and Distributions The Member may make such capital contributions (each a “Capital Contribution”) in such amounts and at such times as the Member shall determine. The Member shall not be obligated to make any Capital Contributions. The Member may take distributions of the capital from time to time in accordance with the limitations imposed by the Statutes.

  • Distributions; Investments Directly or indirectly acquire or own any Person, or make any Investment in any Person, other than Permitted Investments, or permit any of its Subsidiaries to do so. Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock.

  • Limited Distributions of Income from Trust Account (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested by the Company to cover any income or other tax obligation owed by the Company. (b) The limited distributions referred to in Section 2(a) above shall be made only from income collected on the Property. Except as provided in Section 2(a), no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (c) The Company shall provide Ladenburg with a copy of any Termination Letters and/or any other correspondence that it issues to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after such issuance.

  • DISTRIBUTIONS IN RESPECT OF CERTIFICATES PAYMENTS TO CERTIFICATEHOLDERS;

  • Allocations of Income and Loss For each taxable year, each holder of Preferred Units will be allocated a portion of the Net Income and Net Loss of the Partnership equal to the portion of the Net Income and Net Loss of the Partnership that would be allocated to such holder pursuant to Article 6 of the Agreement if such holder held a number of Partnership Common Units equal to (i) the number of Preferred Units held by such holder, multiplied by (ii) 0.625. Upon liquidation, dissolution or winding up of the Partnership, the Partnership shall endeavor to allocate income and gain to the holders of the Preferred Units such that the Capital Accounts related to the Preferred Units are equal to their Liquidation Preference.

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