Application of Capital Proceeds Sample Clauses

Application of Capital Proceeds. (i) With respect to Series whose Initial Offerings commenced before January 1, 2023, subject to Section 7.3 and ARTICLE XI and any Interest Designation, any Capital Proceeds shall be applied and distributed 100% to the Members of such Series (pro rata in accordance with their Interests and which, for the avoidance of doubt, may include the Managing Member and its Affiliates). (ii) With respect to Series whose Initial Offerings commenced on or after January 1, 2023, subject to Section 7.3 and ARTICLE XI and any Interest Designation, any Capital Proceeds shall be applied and distributed as follows: (1) if the Capital Proceeds are less than or equal to 110% of the Offering Amount of the related Series, then 100% of the Capital Proceeds shall be applied and distributed to the Members of such Series (pro rata in accordance with their Interests and which, for the avoidance of doubt, may include the Managing Member and its Affiliates); (2) if the Capital Proceeds are (a) greater than 110% of the Offering Amount of the related Series, and (b) less than or equal to 120% of such Offering Amount, then ten percent (10%) of the amount by which the Capital Proceeds exceed 110% of the Offering Amount shall be paid to the Asset Manager in payment of the Success Fee, except to the extent waived by the Asset Manager, in its sole discretion, and the remainder of the Capital Proceeds shall be applied and distributed to the Members of such Series (pro rata in accordance with their Interests and which, for the avoidance of doubt, may include the Managing Member and its Affiliates); and (3) if the Capital Proceeds are greater than 120% of the Offering Amount of the related Series, then an amount equal to (x) one percent (1%) of the Offering Amount plus (y) twenty percent (20%) of the amount by which the Capital Proceeds exceed 120% of the Offering Amount shall be paid to the Asset Manager in payment of the Success Fee, except to the extent waived by the Asset Manager, in its sole discretion, and the remainder of the Capital Proceeds shall be applied and distributed to the Members of such Series (pro rata in accordance with their Interests and which, for the avoidance of doubt, may include the Managing Member and its Affiliates).
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Application of Capital Proceeds. Notwithstanding the provisions of Section 7.1.5(B), if the Capital Proceeds received by Administrative Agent are less than the Threshold Amount, then Administrative Agent shall make any such Capital Proceeds available to Borrowers for the purpose of restoring, repairing, or rebuilding any part of the Property affected by the condemnation, casualty or damage, provided that all of the following conditions are satisfied: (i) there does not then exist any Default or Event of Default; (ii) the condemnation, damage or casualty occurs at least one hundred eighty (180) days prior to the Maturity Date and the restoration is capable of being completed, in Administrative Agent’s judgment, at least one hundred twenty (120) days prior to the Maturity Date; (iii) the restoration, repair or rebuilding will return the applicable Individual Property to substantially the same size, design and utility as existed immediately prior to the condemnation, damage or casualty, and Administrative Agent shall have approved (in writing) all plans and specifications for such restoration, repair or rebuilding; (iv) Borrowers demonstrate to the reasonable satisfaction of Administrative Agent that Borrowers have the financial ability to pay all Loan Debt Service Payments and any other amounts required to be paid under this Agreement and the other Loan Documents and to perform all of the other Secured Obligations during the restoration, repair or rebuilding of 153758634 Loan Agreement (CT/NJ Loan) - GTJ Portfolio Refinancing - AIG the applicable Individual Property from Gross Revenue (excluding the Capital Proceeds, but including business or rental loss insurance proceeds) or otherwise; (v) if, prior to the commencement of any restoration, repair or rebuilding work, Administrative Agent reasonably determines that the then-remaining Capital Proceeds are insufficient to pay for such restoration, repair or rebuilding work, then Borrowers shall deposit with Administrative Agent (prior to the commencement of such restoration, repair or rebuilding work and not later than the date that is fifteen (15) days following written demand by Administrative Agent) such additional funds that Administrative Agent reasonably determines are necessary to complete such restoration, repair or rebuilding work; (vi) if, following the commencement of any restoration, repair or rebuilding work, Administrative Agent reasonably determines that the then-remaining Capital Proceeds (and any other amounts deposited with A...
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Related to Application of Capital Proceeds

  • Distribution of Cash (a) Subject to Sections 5.02(c), (d) and (e), the Partnership shall distribute cash at such times and in such amounts as are determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in proportion with their respective Percentage Interests on the Partnership Record Date. (b) In accordance with Section 4.04(a)(ii), the LTIP Unitholders shall be entitled to receive distributions in an amount per LTIP Unit equal to the Common Partnership Unit Distribution. (c) If a new or existing Partner acquires additional Partnership Units in exchange for a Capital Contribution on any date other than a Partnership Record Date, the cash distribution attributable to such additional Partnership Units relating to the Partnership Record Date next following the issuance of such additional Partnership Units shall be reduced in the proportion to (i) the number of days that such additional Partnership Units are held by such Partner bears to (ii) the number of days between such Partnership Record Date and the immediately preceding Partnership Record Date. (d) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to a Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner (the “Distributable Amount”) equals or exceeds the Withheld Amount, the entire Distributable Amount shall be treated as a distribution of cash to such Partner, or (ii) if the Distributable Amount is less than the Withheld Amount, the excess of the Withheld Amount over the Distributable Amount shall be treated as a Partnership Loan from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid upon the demand of the Partnership or, alternatively, through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner fails to pay any amount owed to the Partnership with respect to the Partnership Loan within 15 days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a General Partner Loan to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.02(d) shall bear interest at the lesser of (i) 300 basis points above the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, Eastern Edition, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full. (e) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash dividend as the holder of record of a REIT Common Share for which all or part of such Partnership Unit has been or will be redeemed.

  • Return of Capital (a) Except pursuant to the Exchange Rights Agreements, no Limited Partner shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent of distributions made pursuant to this Agreement or upon termination of the Partnership as provided herein. (b) Except as provided in Articles 5, 6 and 13 hereof, no Limited Partner or Assignee shall have priority over any other Limited Partner or Assignee, either as to the return of Capital Contributions or as to profits, losses or distributions.

  • Return of Capital Contributions No Partner shall be entitled to withdraw any part of its Capital Contribution or its Capital Account or to receive any distribution from the Partnership, except as specifically provided in this Agreement. Except as otherwise provided herein, there shall be no obligation to return to any Partner or withdrawn Partner any part of such Partner’s Capital Contribution for so long as the Partnership continues in existence.

  • 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.

  • Application of Collateral Proceeds The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Lender, at the time of or received by Lender after the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) First, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Lender, including, without limitation, Lender’s Expenses; (b) Second, to the payment to Lender of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the Loans, and all other Obligations with respect to the Loans (provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, then to the principal balance of the Loans, and then to the payment of other amounts then payable to Lender under any of the Loan Documents); and (c) Third, to the payment of the surplus, if any, to Borrower, its successors and assigns, or to the Person lawfully entitled to receive the same.