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 provided in Sections 5.4.2. and 6.5.1. 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:
4.1.3.1. to the payment of all expenses of the Company incident to the Capital Transaction; then
4.1.3.2. to the payment of debts and liabilities of the Company then due and outstanding (including all debts due to any Interest Holder); then
4.1.3.3. to the establishment of any reserves which the Members deem necessary for liabilities or obligations of the Company; then
4.1.3.4. the balance shall be distributed as follows:
4.1.3.4.1. to the Interest Holders in proportion to their Adjusted Capital Balances, until their remaining Adjusted Capital Balances have been paid in full;
4.1.3.4.2. the balance, to the Interest Holders in proportion to their Percentages.
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 applied and paid to the applicable Persons within five days of receipt thereof by the Company, as follows, provided, however, no Distribution to the Members shall be made (other than the final liquidating Distribution) if it would cause the Company to have less than $100,000 in reserves for the operations of the Company, unless otherwise agreed to by First Union:
(1) First, to fully satisfy all Senior Loans
(2) Second, in an amount sufficient to fully satisfy all amounts due on any outstanding TI/Cap Ex Loans with respect to the Property pro rata to the lenders thereof or to the sole lender thereof which shall be applied first to accrued and unpaid interest and then to principal;
(3) Third, in an amount sufficient to fully satisfy all amounts due on any outstanding Covered Loans with respect to the Property pro rata to the lenders thereof or to the sole lender thereof which shall be applied first to accrued and unpaid interest and then to principal;
(4) Fourth, in an amount sufficient to fully satisfy all amounts due on any outstanding Reposition Loans with respect to the Property pro rata to the lenders thereof or to the sole lender thereof which shall be applied first to accrued and unpaid interest and then to principal;
(5) Fifth, to the Class A Members who have made Existing Additional Capital Contributions prior to the date hereof in an amount equal to a 7.65% per annum return on the Existing Additional Capital Contributions plus the Existing Additional Capital Contributions less all amounts previously distributed to such Class A Members pursuant to this Section 9.4(a)(ii)(5) and Section 9.4(a)(i)(5) and Sections 9.4(a)(i)(6) and 9.4(a)(ii)(7) of the Original Agreement, pro rata based on their respective Existing Additional Capital Contributions;
(6) Sixth, to the MARC Members until they have received an aggregate amount equal to the MARC Shortfall in accordance with their respective Percentage Interests;
(7) Seventh, to the MARC Members until they have received an amount equal to the MARC Second Shortfall; in accordance with their respective Percentage Interests
(8) Eighth, in accordance with their respective Percentage Interests, until they have each received a cumulative return from [INSERT APPLICABLE LOAN ADVANCE DATE] equal to the Applicable Rate per annum on their Capital Amounts after deducting therefrom (A) all prior distributions made to such Member pursuant to this Section 9.4(a)(ii)(8) and Section 9.4(a)(i)(8) and ...
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. Following the receipt by the Partnership of Capital Proceeds, a portion of such Capital Proceeds sufficient for each Limited Partner to pay its tax liabilities which arise in respect of the Capital Event giving rise to such Capital Proceeds, determined as set forth in Section 8.2 above, shall be distributed to the Limited Partners pursuant to Section 8.2 above. If the General Partner, in its sole discretion, determines that the Partnership shall distribute any remaining Capital Proceeds, such Capital Proceeds shall be distributed among the Limited Partners as follows:
(a) First, to pay the creditors of the Partnership (including, for the avoidance of doubt, any Limited Partners who may also be creditors of the Partnership, but only to the extent of the indebtedness owed to such creditors); and
(b) Second, to the Limited Partners in a manner to cause the cumulative prior and current Capital Proceeds distributed to each of the Limited Partners to be in the same relative proportions as the Limited Partners' respective 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).
