Common use of Cash Available for Distribution Clause in Contracts

Cash Available for Distribution. Subject to the other provisions of this Article V, the General Partner shall cause the Partnership to distribute Cash Available for Distribution, at such times and in such amounts as are, subject to the terms and conditions of this Agreement, 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), as follows: (i) first, if such Partnership Record Date is prior to the LTIP Unit Distribution Participation Date, 100% to the Partners holding OP Units, Class B Units or LTIP Units, pro rata and pari passu in proportion to each such Partner’s respective Percentage Interest with respect to such OP Units, Class B Units or LTIP Units; provided, however, that distributions to the LTIP Unitholders with respect to an LTIP Unit shall be in an amount equal to the product of (A) the distributions per OP Unit to be paid to the holders of OP Units pursuant to this Section 5.02(a)(i) multiplied by (B) ten (10%) percent (the “Concurrent LTIP Distribution”); (ii) second, following the LTIP Unit Distribution Participation Date, 100% to the LTIP Unitholders pro rata until such time as the LTIP Unitholders have received distributions per LTIP Unit pursuant to this Section 5.02(a)(ii) equal to the difference of (A) the cumulative distributions paid on each OP Unit prior to the LTIP Unit Distribution Participation Date and during the period the LTIP Unitholder held such LTIP Unit, minus (B) the Concurrent LTIP Distribution paid on such LTIP Units; and (iii) thereafter, 100% to the Partners holding OP Units, Class B Units or LTIP Units pro rata and pari passu in proportion to each such Partner’s respective Percentage Interest with respect to such OP Units, Class B Units or LTIP Units.

Cash Available for Distribution. Subject to the other provisions of this Article V, the General Partner shall cause the Partnership to distribute Cash Available for Distribution, at such times and in such amounts as are, subject to the terms and conditions of this Agreement, 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), as follows: (i) first, if such Partnership Record Date is prior to the LTIP Unit Distribution Participation Date, 100% to the Partners holding OP Units, Class B Units or and/or LTIP Units, pro rata and pari passu in proportion to each such Partner’s respective Percentage Interest with respect to such OP Units, Class B Units or and/or LTIP Units; provided, however, that distributions to the LTIP Unitholders with respect to an LTIP Unit shall be in an amount equal to the product of (A) the distributions per OP Unit to be paid to the holders of OP Units pursuant to this Section 5.02(a)(i) multiplied by (B) ten (10%) percent (the “Concurrent LTIP Distribution”)) with the balance of the distribution that would have otherwise been payable to the LTIP Unitholders but for the effect of this proviso being distributed to the Partners holding OP Units and/or Class B Units in proportion to each such Partner’s respective Percentage Interest; (ii) second, following the LTIP Unit Distribution Participation Date, 100% to the LTIP Unitholders pro rata until such time as the LTIP Unitholders have received distributions per LTIP Unit pursuant to this Section 5.02(a)(ii) equal to the difference of (A) the cumulative distributions paid on each OP Unit prior to the LTIP Unit Distribution Participation Date and during the period the LTIP Unitholder held such LTIP Unit, minus (B) the Concurrent LTIP Distribution paid on such LTIP Units; and (iii) thereafter, 100% to the Partners holding OP Units, Class B Units or and/or LTIP Units pro rata and pari passu in proportion to each such Partner’s respective Percentage Interest with respect to such OP Units, Class B Units or and/or LTIP Units.

Cash Available for Distribution. Subject to the other provisions of this Article V, the General Partner shall cause the Partnership to distribute Cash Available for Distribution, at such times and in such amounts as are, subject to the terms and conditions of this Agreement, 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), as follows: (i) first, subject to Section 13.01(c)(iv), if such Partnership Record Date is prior to the LTIP Unit Distribution Participation Date, 100% to the Partners holding OP Class A Units, Class B Units or LTIP Units, pro rata and pari passu in proportion to each such Partner’s respective Percentage Interest with respect to such OP Class A Units, Class B Units or LTIP Units; provided, however, that distributions to the LTIP Unitholders with respect to an LTIP Unit Units shall be in an amount equal to the product of to (A) the distributions per OP Class A Unit to be paid to the holders of OP Class A Units pursuant to this Section 5.02(a)(i) multiplied by (B) ten (10%) percent (the “Concurrent LTIP Distribution”); (ii) second, if such Partnership Record Date is on or following the LTIP Unit Distribution Participation Date, 100% to the LTIP Unitholders pro rata until such time as the LTIP Unitholders have received distributions per Vested LTIP Unit pursuant to this Section 5.02(a)(ii) equal to the difference of (A) the cumulative distributions paid on each OP an Class A Unit, that was issued and outstanding as of the Listing Date, with a Partnership Record Date after the Listing Date and before the LTIP Unit Distribution Participation Date, and adjusted as necessary to reflect any Adjustment Events that occurred during that period prior to the Distribution Participation Date, minus (B) the aggregate Concurrent LTIP Distributions paid with respect to the Vested LTIP Unit (such distributions, the “Catch-Up Distributions”); provided that, because the number of Vested LTIP Units outstanding as of the LTIP Unit Distribution Participation Date will not be determinable until the Determination Date, the Partnership will, promptly after the Determination Date, distribute the Catch-Up Distributions, and the amount distributable with respect to Vested LTIP Units pursuant to Section 5.02(a)(iii) for distributions with a Partnership Record Date during the period from the LTIP Unitholder held Unit Distribution Participation Date up to and including the Determination Date (the “Determination Period,” and such distributions, the “Determination Period LTIP UnitDistributions”)) ; provided further, minus (Bthat an LTIP Unitholder’s right to Catch-Up Distributions and Determination Period LTIP Distributions shall not prohibit the Partnership from making distributions pursuant to Section 5.02(a)(iii) with respect to Class A Units or Class B Units prior to the Concurrent time the Partnership makes any Catch-Up Distributions or Determination Period LTIP Distribution paid on Distributions so long as any such distributions to holders of Class A Units or Class B Units pursuant to Section 5.02(a)(iii) do not prevent the Partnership from making Catch-Up Distributions and Determination Period LTIP UnitsDistributions in full promptly after the Determination Date; and (iii) thereafter, subject to Section 5.02(a)(ii), 100% to the Partners holding OP Class A Units, Class B Units or LTIP Units pro rata and pari passu in proportion to each such Partner’s respective Percentage Interest with respect to such OP Class A Units, Class B Units or LTIP Units.

Cash Available for Distribution. Subject to the other provisions of this Article VV and to the provisions of Sections 14.03, 15.03 and 17.03, the General Partner shall cause the Partnership to distribute Cash Available for Distribution, at such times and in such amounts as are, subject to the terms and conditions of this Agreement, 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), as follows: (i) first, 100% to the Partners holding Series C Preferred Units, Series D Preferred Units and/or Series F Preferred Units pro rata and pari passu in proportion to their relative accrued and unpaid Series C Preferred Return, Series D Preferred Return and/or Series F Preferred Return until such Partners have received in the aggregate, pursuant to this Section 5.02(a)(i) and Section 5.02(b)(i), an amount such that the accrued but unpaid Series C Preferred Return has been paid with respect to each such Series C Preferred Unit, the accrued but unpaid Series D Preferred Return has been paid with respect to each such Series D Preferred Unit and the accrued but unpaid Series F Preferred Return has been paid with respect to each such Series F Preferred Unit; and (ii) second, if such Partnership Record Date is prior to the LTIP Unit Distribution Participation Date, 100% to the Partners holding OP Units, Class B Units or and/or LTIP Units, pro rata and pari passu in proportion to each such Partner’s respective Percentage Interest with respect to such OP Units, Class B Units or and/or LTIP Units; provided, however, that distributions to the LTIP Unitholders with respect to an LTIP Unit shall be in an amount equal to the product of (A) the distributions per OP Unit to be paid to the holders of OP Units pursuant to this Section 5.02(a)(i5.02(a)(ii) multiplied by (B) ten (10%) percent (the “Concurrent LTIP Distribution”)) with the balance of the distribution that would have otherwise been payable to the LTIP Unitholders but for the effect of this proviso being distributed to the Partners holding OP Units and/or Class B Units in proportion to each such Partner’s respective Percentage Interest; (iiiii) secondthird, following the LTIP Unit Distribution Participation Date, 100% to the LTIP Unitholders pro rata until such time as the LTIP Unitholders have received distributions per LTIP Unit pursuant to this Section 5.02(a)(ii5.02(a)(iii) equal to the difference of (A) the cumulative distributions paid on each OP Unit prior to the LTIP Unit Distribution Participation Date and during the period the LTIP Unitholder held such LTIP Unit, minus (B) the Concurrent LTIP Distribution paid on such LTIP Units; and (iiiiv) thereafter, 100% to the Partners holding OP Units, Class B Units or and/or LTIP Units pro rata and pari passu in proportion to each such Partner’s respective Percentage Interest with respect to such OP Units, Class B Units or and/or LTIP Units.

Cash Available for Distribution. Subject to the other provisions of this Article VV and to the provisions of Sections 14.03, 15.03 and 17.03, the General Partner shall cause the Partnership to distribute Cash Available for Distribution, at such times and in such amounts as are, subject to the terms and conditions of this Agreement, 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), as follows: : (i) first, 100% to the Partners holding Series C Preferred Units, Series D Preferred Units and/or Series F Preferred Units pro rata and pari passu in proportion to their relative accrued and unpaid Series C Preferred Return, Series D Preferred Return and/or Series F Preferred Return until such Partners have received in the aggregate, pursuant to this Section 5.02(a)(i) and Section 5.02(b)(i), an amount such that the accrued but unpaid Series C Preferred Return has been paid with respect to each such Series C Preferred Unit, the accrued but unpaid Series D Preferred Return has been paid with respect to each such Series D Preferred Unit and the accrued but unpaid Series F Preferred Return has been paid with respect to each such Series F Preferred Unit; and (ii) second, if such Partnership Record Date is prior to the LTIP Unit Distribution Participation Date, 100% to the Partners holding OP Units, Class B Units or and/or LTIP Units, pro rata and pari passu in proportion to each such Partner’s respective Percentage Interest with respect to such OP Units, Class B Units or and/or LTIP Units; provided, however, that distributions to the LTIP Unitholders with respect to an LTIP Unit shall be in an amount equal to the product of (A) the distributions per OP Unit to be paid to the holders of OP Units pursuant to this Section 5.02(a)(i5.02(a)(ii) multiplied by (B) ten (10%) percent (the “Concurrent LTIP Distribution”); ) with the balance of the distribution that would have otherwise been payable to the LTIP Unitholders but for the effect of this proviso being distributed to the Partners holding OP Units and/or Class B Units in proportion to each such Partner’s respective Percentage Interest; (iiiii) secondthird, following the LTIP Unit Distribution Participation Date, 100% to the LTIP Unitholders pro rata until such time as the LTIP Unitholders have received distributions per LTIP Unit pursuant to this Section 5.02(a)(ii5.02(a)(iii) equal to the difference of (A) the cumulative distributions paid on each OP Unit prior to the LTIP Unit Distribution Participation Date and during the period the LTIP Unitholder held such LTIP Unit, minus (B) the Concurrent LTIP Distribution paid on such LTIP Units; and and (iiiiv) thereafter, 100% to the Partners holding OP Units, Class B Units or and/or LTIP Units pro rata and pari passu in proportion to each such Partner’s respective Percentage Interest with respect to such OP Units, Class B Units or and/or LTIP Units.

Cash Available for Distribution. Subject to the other provisions of this Article V, the General Partner shall cause the Partnership to distribute Cash Available for Distribution, at such times and in such amounts as are, subject to the terms and conditions of this Agreement, 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), as follows: (i) i. first, if such subject to Section 5.02(c), 100% to the Partners holding Partnership Record Date Units (including Vested LTIP Units and Unvested LTIP Units) until the aggregate amount distributed under this Section 5.02(a)(i) is prior equal to (x) the per-share distribution on the related record date established by the General Partner for a dividend or other distribution to its stockholders in respect of REIT Shares, multiplied by (y) the number of Partnership Units, pro rata and pari passu in proportion to their respective Percentage Interests; provided, however, that solely for the purpose of determining the number of Partnership Units and the related Percentage Interests under this Section 5.02(a)(i), the number of LTIP Units held by the Partners with respect to which the LTIP Unit Distribution Participation DateDate has not occurred prior to the applicable Partnership Record Date shall be divided by 10; and ii. thereafter, subject to the obligation to make Catch-Up Distributions under Section 5.02(a)(iii) and Section 5.02(c), 100% to the Partners holding OP Units, Class B Units or and LTIP Units, pro rata and pari passu in proportion to each such Partner’s their respective Percentage Interest with respect to such OP Units, Class B Units or LTIP UnitsInterests; provided, however, that distributions to the LTIP Unitholders with respect to an LTIP Unit shall be in an amount equal to the product of (A) the distributions per OP Unit to be paid to the holders of OP Units pursuant to this Section 5.02(a)(i) multiplied by (B) ten (10%) percent (the “Concurrent LTIP Distribution”); (ii) second, following the LTIP Unit Distribution Participation Date, 100% to the LTIP Unitholders pro rata until such time as the LTIP Unitholders have received distributions per LTIP Unit Net Operating Income distributed pursuant to this Section 5.02(a)(ii) equal shall not be subject to the difference of (A) limitations in Section 5.02(e). iii. Notwithstanding anything to the cumulative distributions paid on each OP Unit contrary in this Agreement, prior to making any distributions under Section 5.02(a)(ii), any LTIP Unitholder who received distributions under Section 5.02(a)(i) in respect of an LTIP Unit with respect to which the LTIP Unit Distribution Participation Date and during had not yet occurred prior to the period applicable Partnership Record Date will be entitled to receive distributions pursuant to this Section 5.02(a)(iii) in respect of that LTIP Unit following the LTIP Unitholder held Determination Date (any such distribution, a “Catch-Up Distribution”). Catch-Up Distributions will be made by the Partnership in respect of any such LTIP UnitUnits, pro rata, in proportion to their respective unreturned Catch-Up Distributions until such amounts have been reduced to zero. The Catch-Up Distribution for any such LTIP Unit will be equal to the sum of (A) the difference between (1) the cumulative distributions paid in respect of an OP Unit that was issued and outstanding as of the date such LTIP Unit was issued, after the date such LTIP Unit was issued through the Determination Date, minus (2) the aggregate distributions paid with respect to that LTIP Unit under Section 5.02(a)(i), plus (B) the Concurrent LTIP Distribution cumulative distributions paid to an OP Unit under Section 5.02(a)(ii) in respect of Partnership Record Dates during the period beginning on the date such LTIP Units; and (iiiUnit was issued and ending on the Determination Date. The Catch-Up Distributions shall be adjusted as necessary to reflect any adjustment pursuant to Section 13.01(a) thereafter, 100% in connection with an Adjustment Event or otherwise that occurred during that period following the date such LTIP Unit was issued and on or prior to the Partners holding OP Units, Class B Units or LTIP Units pro rata and pari passu in proportion to each such Partner’s respective Percentage Interest with respect to such OP Units, Class B Units or LTIP UnitsDetermination Date.”

Cash Available for Distribution. Subject to the other provisions of this Article V, the General Partner shall cause the Partnership to distribute Cash Available for Distribution, at such times and in such amounts as are, subject to the terms and conditions of this Agreement, 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), as follows: (i) first, if such Partnership Record Date is prior subject to the LTIP Unit Distribution Participation DateSection 5.02(c) and Section 13.01(c)(iv), 100% to the Partners holding OP Partnership Units (including Vested LTIP Units and Unvested LTIP Units) until the aggregate amount distributed under this Section 5.02(a)(i) is equal to (x) the per-share distribution on the related record date established by the General Partner for a dividend or other distribution to its stockholders in respect of REIT Shares, multiplied by (y) the number of Partnership Units, pro rata and pari passu in proportion to their respective Percentage Interests; provided, however, that solely for the purpose of determining the number of Partnership Units and the related Percentage Interests under this Section 5.02(a)(i), the number of LTIP Units held by the Partners with respect to which the LTIP Unit Distribution Participation Date has not occurred prior to the applicable Partnership Record Date shall be divided by 10; and (ii) thereafter, subject to the obligation to make Catch-Up Distributions under Section 5.02(a)(iii) and Section 5.02(c), 100% to the Partners holding Class A Units, Class B Units or and LTIP Units, pro rata and pari passu in proportion to each such Partner’s their respective Percentage Interest with respect to such OP Units, Class B Units or LTIP UnitsInterests; provided, however, however that distributions to the LTIP Unitholders with respect to an LTIP Unit shall be in an amount equal to the product of (A) the distributions per OP Unit to be paid to the holders of OP Units pursuant to this Section 5.02(a)(i) multiplied by (B) ten (10%) percent (the “Concurrent LTIP Distribution”); (ii) second, following the LTIP Unit Distribution Participation Date, 100% to the LTIP Unitholders pro rata until such time as the LTIP Unitholders have received distributions per LTIP Unit Net Operating Income distributed pursuant to this Section 5.02(a)(ii) equal shall not be subject to the difference of limitations in Section 5.02(c). (Aiii) Notwithstanding anything to the cumulative distributions paid on each OP Unit contrary in this Agreement, prior to making any distributions under Section 5.02(a)(ii), any LTIP Unitholder who received distributions under Section 5.02(a)(i) in respect of an LTIP Unit with respect to which the LTIP Unit Distribution Participation Date and during had not yet occurred prior to the period applicable Partnership Record Date will be entitled to receive distributions pursuant to this Section 5.02(a)(iii) in respect of that LTIP Unit following the LTIP Unitholder held Determination Date (any such distribution, a “Catch-Up Distribution”). Catch-Up Distributions will be made by the Partnership in respect of any such LTIP UnitUnits, pro rata, in proportion to their respective unreturned Catch-Up Distributions until such amounts have been reduced to zero. The Catch-Up Distribution for any such LTIP Unit will be equal to the sum of (A) the difference between (1) the cumulative distributions paid in respect of a Class A Unit that was issued and outstanding as of the date such LTIP Unit was issued, after the date such LTIP Unit was issued through the Determination Date, minus (2) the aggregate distributions paid with respect to that LTIP Unit under Section 5.02(a)(i), plus (B) the Concurrent LTIP Distribution cumulative distributions paid to a Class A Unit under Section 5.02(a)(ii) in respect of Partnership Record Dates during the period beginning on the date such LTIP Units; and (iiiUnit was issued and ending on the Determination Date. The Catch-Up Distributions shall be adjusted as necessary to reflect any adjustment pursuant to Section 13.01(a) thereafter, 100% in connection with an Adjustment Event or otherwise that occurred during that period following the date such LTIP Unit was issued and on or prior to the Partners holding OP Units, Class B Units or LTIP Units pro rata and pari passu in proportion to each such Partner’s respective Percentage Interest with respect to such OP Units, Class B Units or LTIP UnitsDetermination Date.

Cash Available for Distribution. Subject to the other provisions of this Article V, the General Partner shall cause the Partnership to distribute Cash Available for DistributionCash, at such times and in such amounts as areamounts, subject to the terms and conditions of this Agreement, 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), as follows: (i) first, if such Partnership Record Date is prior to the LTIP Unit Limited Partners holding Class C Units, with respect to each Class C Unit, in an amount equal to the Current Distribution Participation DateAmount for such Class C Unit, 100% and (ii) thereafter, to the General Partner (on account of any OP Units, Class C Units or other Partnership Interests it may hold) and the Partners holding OP Units, Class B Units or LTIP Units, pro rata and pari passu in proportion to each their Percentage Interests. Any distribution pursuant to Section 5.02(a)(i) shall be payable to Limited Partners holding Class C Units regardless of whether the Partnership has Available Cash and, in the event the Partnership does not have sufficient funds to pay such Partner’s respective Percentage Interest with respect amount to such OP the Limited Partners holding Class C Units, Ventas hereby unconditionally agrees to cause additional funds to be loaned to the Partnership at such time and in the amount necessary to enable the Partnership to pay all distributions payable to the Limited Partners holding Class B C Units or LTIP Unitsin accordance with the preceding sentence; provided, however, that any such loan made for the sole purpose of satisfying Ventas’s obligation to fund the cash distributions to the LTIP Unitholders with respect to an LTIP Unit shall be in an amount equal to the product of (A) the distributions per OP Unit to be paid to the holders of OP Units pursuant to this Section 5.02(a)(i) multiplied shall not mature or otherwise be accelerated at a time while any Class C Units (other than Class C Units held by the General Partner or its Affiliates) remain outstanding. It is intended that any such loans shall be treated as indebtedness for federal income tax purposes. The Partnership shall maintain an amount of assets reasonably necessary for the Partnership to be able to repay such loans and any other indebtedness of the Partnership and any accrued but unpaid interest thereon; provided, however, that nothing in this Agreement shall prohibit the Partnership from making distributions, selling, disposing of or transferring an amount of assets not in excess of twenty-five percent (B) ten (1025%) percent (of the “Concurrent LTIP Distribution”); (ii) second, following value of the LTIP Unit Distribution Participation Date, 100% to assets of the LTIP Unitholders pro rata until such Partnership as of the time as of the LTIP Unitholders have received distributions per LTIP Unit pursuant to this Section 5.02(a)(ii) equal to closing of the difference of (A) the cumulative distributions paid on each OP Unit prior to the LTIP Unit Distribution Participation Date and during the period the LTIP Unitholder held such LTIP Unit, minus (B) the Concurrent LTIP Distribution paid on such LTIP Units; and (iii) thereafter, 100% to the Partners holding OP Units, Class B Units or LTIP Units pro rata and pari passu in proportion to each such Partner’s respective Percentage Interest with respect to such OP Units, Class B Units or LTIP UnitsPartnership Merger.