Capital Proceeds. Capital Proceeds shall be distributed and applied by the Company in the following order and priority:
4.2.3.1. to the payment of all expenses of the Company incident to the Capital Transaction; then
4.2.3.2. to the payment of debts and liabilities of the Company then due and outstanding (including all debts due to any Interest Holder); then
4.2.3.3. to the establishment of any reserves which the Manager deems necessary for liabilities or obligations of the Company; then
4.2.3.4. the balance shall be distributed as follows:
4.2.3.4.1. to the Interest Holders in proportion to their Adjusted Capital Balances, until their remaining Adjusted Capital Balances have been paid in full; then
4.2.3.4.2. if any Interest Holder has a Positive Capital Account after the distributions made pursuant to Section 4.2.3.4.1 and before any further allocation of Profit pursuant to Section 4.2.1.3, to those Interest Holders in proportion to their Positive Capital Accounts; then
4.2.3.4.3. the balance, to the Interest Holders in proportion to their Percentages.
Capital Proceeds. Subject to the provisions of Sections 5.3, 5.4 and 12.2(c), Net Capital Proceeds shall be distributed as follows:
(i) First, 100% to the General Partner and Limited Partners in accordance with each such Partner’s respective Percentage Interest until, in the aggregate, the Limited Partners receive distributions from the Partnership and the Stockholders receive dividends from the General Partner in an amount equal to the sum of (i) the Net Investment and (ii) any cumulative shortfall in the Limited Partners’ and the Stockholders’ receipt of the First Level Return pursuant to Sections 5.1(a) and 5.1(b); and
(ii) Thereafter, (A) 15% to the Special Limited Partner, and (B) 85% to the General Partner and Limited Partners in accordance with each such Partner’s respective Percentage Interest.
Capital Proceeds. Except as otherwise set forth herein, Capital Proceeds (including Capital Proceeds distributed to the Members in winding up the Company pursuant to Section 13.3) shall be applied and distributed in the following order of priority:
(i) first, to pay any debts or liabilities of the Company and the Subsidiary other than debts and liabilities (1) incurred in connection with the Capital Transaction that produces such Capital Proceeds, or (2) owed to Members, and then to pay, if applicable, the costs and expenses of winding up and terminating the Company and the Subsidiary;
(ii) next, to establish any reserves that the Managing Member reasonably determines to be necessary to provide for any contingent or unforeseen liabilities or obligations of the Company or the Subsidiary; but at the expiration of such period of time as the Managing Member reasonably determines to be advisable, the balance of the reserves remaining after the payment of such contingencies shall be distributed in the manner hereinafter provided in this Section 5.1(b);
(iii) next, to pay any debts or liabilities of the Company to Members;
(iv) next, to the Members, pro rata in proportion to their respective Priority Return Percentage Interests, until and unless the Members shall have received, through Distributions pursuant to this clause (iv) and/or clause (a)(i) of this Section, a Cumulative *** Return on the aggregate amount of the balances in the Members' Priority Contribution Accounts as of the end of the applicable Fiscal Quarter;
(v) next, to the Members, pro rata in proportion to their respective Priority Return Percentage Interests, until and unless the Members shall have received Distributions pursuant to this clause (v) and/or clause (a)(ii) of this Section sufficient to have reduced the balance in each Member's Priority Contribution Account to zero;
(vi) next, to the Class A Members, pro rata in proportion to their respective Percentage Interests, until and unless the Class A Members shall have received, through Distributions pursuant to this clause (vi) and/or clause (a)(iii) of this Section, a Cumulative *** Return on the Class A Member Subordinated Contribution Amounts;
(vii) next, to the Class A Members, pro rata in proportion to their respective Percentage Interests, until and unless the Class A Members shall collectively have received Distributions under this clause (vii) and/or clause (a)(iv) of this Section equal in the aggregate to the Class A Member Subordinated Contribution...
Capital Proceeds. Capital Proceeds remaining after the payment of any debts and liabilities of the Company due and payable at such time and the establishment of any Operating Reserves which the Manager determines, in his sole discretion necessary for reasonable ongoing business requirements, and necessary to provide for any contingent or unforeseen liabilities or obligations of the Company, shall be distributed in accordance with the following order of priority:
(i) First, to repay the Capital Contributions of the Members as set forth on Schedule A; and
(ii) Second, in the percentages set forth on Schedule B.
Capital Proceeds. Distributions of net Capital Proceeds (after repayment of all debts and liabilities of the Company, including loans from Members, and the establishment of any reserves that the Members deem necessary) shall be made in the following order of priorities:
(1) First, to each Member, pro rata in proportion to each Member's Adjusted Capital Contributions, an amount of cash equal to the amount of that Member's respective Adjusted Capital Contributions; then
(2) If one or more Members has a Positive Capital Account before any further allocation of profit pursuant to Section 8.3(a)(2), to those Members, in proportion to and to the extent of their respective Positive Capital Account balances; and then
(3) The balance to the Members in proportion to their respective Percentages of Interest.
Capital Proceeds. The consideration resulting from a Capital Event with respect to one or more of the Properties, less the sum of (a) any expenses incurred in connection with such Capital Event, (b) any portion of such proceeds applied toward the payment of any indebtedness being refinanced or secured by or relating to the Property disposed of, (c) any portion of such proceeds applied to acquire, develop, or rehabilitate real property or personal property or interests therein in accordance with the terms hereof, and (d) any portion of the proceeds reserved for payment of expenses and/or working capital Approved by HSRE.
Capital Proceeds. Capital Proceeds shall be distributed and applied by the Company in the following order and priority:
4.2.3.1. to the payment of all expenses of the Company incident to the Capital Transaction; then
4.2.3.2. to the payment of debts and liabilities of the Company then due and outstanding (including all debts due to any Economic Interest Holder); then
4.2.3.3. to the establishment of any reserves which the Managers deem necessary for liabilities or obligations of the Company; then
4.2.3.4. the balance shall be distributed as follows:
4.2.3.4.1. to the Economic Interest Holders in proportion to their Adjusted Capital Balances, until their remaining Adjusted Capital Balances have been paid in full;
4.2.3.4.2. the balance, to the Economic Interest Holders in proportion to their Percentages.
Capital Proceeds. Subject to the provisions of Sections 5.3, 5.4, 12.2(c) and 15.14, Capital Proceeds shall be distributed as follows:
(i) First, 100% to the General Partner and Limited Partners in accordance with each such Partner’s respective Percentage Interest until the Net Investment balance is zero;
(ii) Second, 100% to the General Partner and Limited Partners in accordance with each such Partner’s respective Percentage Interest until the First Level Return balance is zero; and
(iii) Thereafter, (A) 15% to the Special Limited Partner, and (B) 85% to the General Partner and Limited Partners in the case of this clause (B) in accordance with each such Partner’s respective Percentage Interest.
Capital Proceeds. Except as provided in Section 4.4 with respect to the distribution of Capital Proceeds derived in connection with liquidation of the Company, Capital Proceeds shall be distributed and applied by the Company in the following order and priority;
4.2.3.1. To the payment of all expenses of the Company incident to the Capital Transaction; then
4.2.3.2. To the payment of debts and liabilities of the Company then due and outstanding (including all debts due to any Interest Holder); then
4.2.3.3. To the establishment of any reserves which the Managers deem necessary for liabilities or obligations of the Company; then
4.2.3.4. The balance shall be distributed as follows;
4.2.3.4.1. To the Interest Holders in proportion to their Adjusted Capital Balances, until their remaining Adjusted Capital Balances have been paid in full; and
4.2.3.4.2. The balance, to the Interest Holders in proportion to their Percentage Interests.
Capital Proceeds. Subject to the provisions of Sections 5.3, 5.4 and 12.2(c), Net Capital Proceeds shall be distributed as follows:
(i) First, at the time and in the manner set forth in the applicable Partnership Unit Designation, to each holder of Preferred Units in accordance with the preferences set forth in such Partnership Unit Designation;
(ii) Second, 100% to holders of Common Units (and Preferred Units entitled pursuant to an applicable Partnership Unit Designation to participate pari passu with Common Units) pro rata in proportion to their respective Percentage Interests (and, with respect to the holders of Preferred Units, as provided in such applicable Partnership Unit Designation) until, in the aggregate, the Limited Partners receive distributions from the Partnership with respect to Common Units and the Stockholders receive dividends from the General Partner with respect to Common Stock in an amount equal to the sum of (i) the Net Investment and (ii) any cumulative shortfall in the Limited Partners’ and the Stockholders’ receipt of the First Level Return pursuant to Sections 5.1(a) and 5.1(b); and
(iii) Thereafter, (A) 10% to the Special Limited Partner, and (B) 90% to the holders of Common Units (and Preferred Units entitled pursuant to an applicable Partnership Unit Designation to participate pari passu with Common Units) in accordance with each such Partner’s respective Percentage Interest (and, with respect to the holders of Preferred Units, as provided in such applicable Partnership Unit Designation).
