Common use of Annual Distributions Clause in Contracts

Annual Distributions. With respect to any Subject Year, by no later than April 15 of the following Partnership Year, subject to Section 9.6, applicable Law and the terms of any applicable credit agreement, indenture, debt security or debt instrument, the Partnership shall make a distribution to the Partners of the amount, if any, by which fifty percent (50%) of Net Income for the Subject Year, based on the Partnership’s audited financial statements determined in accordance with Generally Accepted Accounting Principles with respect to the Subject Year, exceeds the cumulative Preliminary Distributions made with respect to the Subject Year, in the following amounts, order and priority (for the avoidance of doubt, the amounts, order and priority of distributions pursuant to this Subsection 5.1(b) shall not apply to any distributions in accordance with Section 11.3 upon the dissolution of the Partnership and the failure to continue the Partnership as provided in Section 11.1): (i) First, in the event that the Partnership shall have sold all or substantially all of the Xxxxxxx Business, 64.5% to MBK USA CV and 35.5% to PAG of an aggregate amount equal to the excess, if any, of (A) the excess, if any, of (1) $57,000,000, over (2) the product of (x) .40 times (y) the excess, if any, of (I) the initial Gross Asset Value of the Code Section 197 intangibles attributable to the Xxxxxxx Business, over (II) the sales price for such intangibles, over (B) all prior and current distributions to MBK USA CV and PAG pursuant to Subsection 5.1(a)(i) and all prior distributions to MBK USA CV and PAG pursuant to this Subsection 5.1(b)(i); and (ii) Second, to the Partners pro rata in accordance with each Partner’s Percentage Interest.

Annual Distributions. With respect to any Subject Year, by no later than April 15 of the following Partnership Year, subject to Section 9.6, applicable Law and the terms of any applicable credit agreement, indenture, debt security or debt instrument, the Partnership shall make a distribution to the Partners of the amount, if any, by which fifty percent (50%) of Net Income for the Subject Year, Year based on the Partnership’s audited financial statements determined in accordance with Generally Accepted Accounting Principles with respect to the Subject Year, Year exceeds the cumulative Preliminary Distributions made with respect to the Subject YearYear (the “Final Distribution”), in the following amounts, order and priority (for the avoidance of doubt, the amounts, order and priority of distributions pursuant to this Subsection 5.1(b) shall not apply to any distributions in accordance with Section 11.3 upon the dissolution of the Partnership and the failure to continue the Partnership as provided in Section 11.1): (i) First, in the event that the Partnership shall have sold all or substantially all of the Xxxxxxx Business, 64.5% to MBK USA CV and 35.5% to PAG of GE Truck Leasing Holdco in an aggregate amount equal to the excess, if any, of (A) the excess, if any, of (1) $57,000,000, over (2) the product of (x) .40 times (y) the excess, if any, of (I) the initial Gross Asset Value of the Code Section 197 intangibles attributable to the Xxxxxxx Business, over (II) the sales price for such intangibles, over (B) all prior and current distributions to MBK USA CV and PAG GE Truck Leasing Holdco pursuant to Subsection 5.1(a)(i) and all prior distributions to MBK USA CV and PAG GE Truck Leasing Holdco pursuant to this Subsection 5.1(b)(i); and (ii) Second, to the Partners pro rata in accordance with each Partner’s Percentage Interest.

Annual Distributions. With respect to any Subject Year, by no later than April 15 of the following Partnership Year, subject to Section 9.6, applicable Law and the terms of any applicable credit agreement, indenture, debt security or debt instrument, the Partnership shall make a distribution to the Partners of the amount, if any, by which fifty percent (50%) of Net Income for the Subject Year, Year based on the Partnership’s audited financial statements determined in accordance with Generally Accepted Accounting Principles with respect to the Subject Year, Year exceeds the cumulative Preliminary Distributions made with respect to the Subject Year, in the following amounts, order and priority (for the avoidance of doubt, the amounts, order and priority of distributions pursuant to this Subsection 5.1(b) shall not apply to any distributions in accordance with Section 11.3 upon the dissolution of the Partnership and the failure to continue the Partnership as provided in Section 11.1): (i) First, in the event that the Partnership shall have sold all or substantially all of the Xxxxxxx Business, 64.5% to MBK USA CV and 35.5% to PAG of GE Truck Leasing Holdco in an aggregate amount equal to the excess, if any, of (A) the excess, if any, of (1) $57,000,000, over (2) the product of (x) .40 times (y) the excess, if any, of (I) the initial Gross Asset Value of the Code Section 197 intangibles attributable to the Xxxxxxx Business, over (II) the sales price for such intangibles, over (B) all prior and current distributions to MBK USA CV and PAG GE Truck Leasing Holdco pursuant to Subsection 5.1(a)(i) and all prior distributions to MBK USA CV and PAG GE Truck Leasing Holdco pursuant to this Subsection 5.1(b)(i); and (ii) Second, to the Partners pro rata in accordance with each Partner’s Percentage Interest.