Cash Distributions Prior to Dissolution. The Board of Directors shall have the right to determine the amount, if any, that should be distributed to the Member each year; provided, however, that no distribution shall be permitted to the extent prohibited by the Act. No distribution shall be determined a return or withdrawal of a capital contribution unless so designated by the Member or board of Directors.
Cash Distributions Prior to Dissolution. (a) Cash Flow Subject to Agency and Lender approval (if required), Cash Flow for each fiscal year or portion thereof of the Partnership shall be applied as follows:
Cash Distributions Prior to Dissolution. (a) Cash Flow Subject to any Requisite Approvals and the provisions of the Bond Loan Documents and Letter of Credit Documents, Cash Flow for each Fiscal Year or portion thereof shall be applied as follows (i) prior to the Completion Date, Cash Flow shall be deposited with the Trustee to be disbursed pursuant to the Trust Indenture and (ii) from and after the Completion Date: First, to the payment of the Asset Management Fee for such Fiscal Year and for any previous Fiscal Year(s) as to which the Asset Management Fee shall not yet have been paid in full; Second, to the payment of any unpaid portion of the Development Fee; Third, to the repayment of any Subordinated Loans; Fourth, to the payment of the Partnership Management Fee for such Fiscal Year and for any previous Fiscal Year(s) as to which the Partnership Management Fee shall not yet have been paid in full; and Fifth, the balance thereof, if any, shall be distributed annually, seventy-five (75) days after the end of the Fiscal Year, 10% to the Investment Limited Partner and 90% to the General Partner. (b) Distributions of Capital Proceeds Prior to dissolution, if Capital Proceeds are available for distribution from a Capital Transaction, such Capital Proceeds shall be applied or distributed as follows: First, to the payment of all matured debts and liabilities of the Partnership (including, but not limited to, all expenses of the Partnership incident to such Capital Transaction), excluding (i) debts and liabilities of the Partnership to Partners or their Affiliates, (ii) all unpaid fees owing to the General Partner or its Affiliates and (iii) notes delivered and payable pursuant to Section 7.8(b)(i) and (ii); and to the establishment of any reserves which the General Partner and the Auditors shall deem reasonably necessary for contingent, unmatured or unforeseen liabilities or obligations of the Partnership; Second, to the payment of any accrued and unpaid Asset Management Fees; Third, to the payment to the Investment Limited Partner of the full amount (including interest) of any Credit Recovery Loans; Fourth, to the repayment of any Subordinated Loans; Fifth, to the repayment of any remaining unpaid debts and liabilities owed to Partners or Affiliates thereof by the Partnership for Partnership obligations (exclusive of Credit Recovery Loans and Subordinated Loans) to any of them, including, but not limited to, accrued and unpaid amounts due in respect of any and all fees (including but not limited to...
Cash Distributions Prior to Dissolution. (a) The Managers shall have the right to determine how much Net Cash Flow, if any, of the Company shall be distributed among the Members each year; provided, however, if such Net Cash Flow is otherwise available, the Managers shall distribute to the Members an amount of Net Cash Flow sufficient for the Members to satisfy their respective income tax liabilities arising by virtue of the allocations in Schedule B hereof, assuming each Member is subject to tax at the highest marginal federal tax bracket for married individuals filing jointly and at the highest such marginal rate applicable to Missouri residents. Any Net Cash Flow of the Company to be distributed shall be distributed among the Members, pro rata in proportion to their respective Percentage Interests.
(b) Notwithstanding anything to the contrary herein provided, no distribution hereunder shall be permitted to the extent prohibited by the Act. Currently, among other prohibitions, the Act prohibits the Company from making, and a Member from receiving, a distribution to the extent that, after giving effect to the distribution, (i) the Company would not be able to pay its debts as they become due in the usual course of business or (ii) the Company’s total assets would be less than the sum of its total liabilities, with Capital Contributions not being deemed a liability.
(c) No distribution of Net Cash Flow or other cash made to any Member shall be determined a return or withdrawal of a Capital Contribution unless so designated by the Managers in their sole and exclusive discretion.
Cash Distributions Prior to Dissolution. The Board of Managers will have the right to determine how much Net Operating Cash Flow, if any, of the Company will be distributed among the Members each year; provided, however, if such Net Operating Cash Flow is otherwise available, the Company will distribute to the Members an amount of Net Operating Cash Flow sufficient for the Members to satisfy their respective income tax liabilities arising by the allocations in Section 4.1, assuming each Member is subject to tax at the highest marginal federal tax bracket for married individuals filing jointly and at the highest such marginal rate applicable to Ohio residents. Any Net Operating Cash Flow of the Company to be distributed will be distributed among the Members in accordance with their Percentage Interests. • Except as provided in Section 4.2(c), prior to dissolution all Net Extraordinary Cash Income of the Company will be distributed from time to time to the Members within a reasonable time, upon the approval of the Board of Managers, after the relevant Major Capital Events; such Net Extraordinary Cash Income will be distributed to the Members as follows: • First, pro rata to the Members, in proportion to their respective Unrecovered Capital Contributions, until an amount equal to the aggregate amount of the Members’ Unrecovered Capital Contributions will have been distributed. • Second, any balance of Net Extraordinary Cash Income will be distributed to the Members in proportion to their respective Percentage Interests in the Company. • Notwithstanding anything to the contrary in Section 4.2(a) or 4.2(b), to the extent that any Net Operating Cash Flow or Net Extraordinary Cash Income represents proceeds from hazard insurance or condemnation proceeds, such amounts will be held or disposed of in accordance with the requirements of any leases or outstanding mortgages affecting the Property with respect to which such hazard insurance or condemnation proceeds arose. • Notwithstanding anything to the contrary in this Agreement, no distribution under this Agreement will be permitted unless the assets of the Company exceed all liabilities of the Company (except liabilities to Members for their Capital Contributions).
Cash Distributions Prior to Dissolution. (a) Subject to Article 6, the Board of Directors shall determine the amount and frequency of dividends, if any, of the Company that shall be distributed among the Shareholders each year in accordance with the Shareholders pro-rata ownership of the Common Shares. Although not required to approve the distribution of dividends in accordance with Sections 4.1(a)(i) and (ii) below, the Board of Directors shall use Sections 4.1(a)(i) and (ii) below as a guideline for the determination of the amount and frequency of dividends, if any, of the Company that shall be distributed:
(i) For each of the first three (3) quarters of each Fiscal Year, the Company shall pay dividends in an amount equal to ninety percent (90%) of the lesser of (x) the net income for such quarterly period as determined from the Company’s financial statements for such quarter, prepared in accordance with Brazilian GAAP, and (y) the Free Cash Flow for such quarterly period.
(ii) For the fourth (4th) quarter of each Fiscal Year, the Company shall pay dividends in an amount equal to (x) the lesser of (i) the net income for such fourth (4th) quarter as determined from the Company’s financial statements for such fourth (4th) quarter, prepared in accordance with Brazilian GAAP, and (ii) the Free Cash Flow for such fourth (4th) quarter, plus (y) ten percent (10%) of the lesser of (i) the net income for the first three (3) quarters of such Fiscal Year as determined from the Company’s financial statements for such Fiscal Year, prepared in accordance with Brazilian GAAP, and (ii) the Free Cash Flow for the first three (3) quarters of such Fiscal Year.
(b) Notwithstanding anything to the contrary herein provided, no distribution hereunder shall be permitted to the extent prohibited by the Corporation Law, the By-Laws of the Company, as amended from time to time, or that would result in a default under any agreement to which the Company is a party or a breach of any applicable Law.
Cash Distributions Prior to Dissolution. All Net Cash Income of the Partnership for each fiscal year shall be distributed to the Partners, with each Partner sharing in such Net Cash Income in proportion to his equity interest.
Cash Distributions Prior to Dissolution. (a) The Managers shall have the right to determine how much Net Cash Flow, if any, of the Company shall be distributed among the Members each year; provided, however, if such Net Cash Flow is otherwise available, the Managers shall distribute to the Members an amount of Net Cash Flow sufficient for the Members to satisfy their respective income tax liabilities arising by virtue of the allocations in Schedule B hereof, assuming each Member is subject to tax at the highest marginal federal tax bracket for married individuals filing jointly and at the highest such marginal rate applicable to Missouri residents. Any Net Cash Flow of the Company to be distributed shall be distributed among the Members, pro rata in proportion to their respective Percentage Interests. Notwithstanding the foregoing, Class A-1 Members shall, unless prohibited by applicable law, have the following discretionary distribution preferences: (i) no distributions may be made to the Class A Members, the Class B Members or the Class C Members without making the same pro-rata distributions on a per Unit basis to the Class A-1 Members: and (ii) the Managers may, in their sole discretion, declare distributions to the Class A-1 Members without declaring the same per Unit distribution to the Class A Members, the Class B Members or the Class C Members, up to a maximum cumulative total to all Class A-1 Members as a class in the amount of $1,000,000.00.
(b) Notwithstanding anything to the contrary herein provided, no distribution hereunder shall be permitted to the extent prohibited by the Act. Currently, among other prohibitions, the Act prohibits the Company from making, and a Member from receiving, a distribution to the extent that, after giving effect to the distribution, (i) the Company would not be able to pay its debts as they become due in the usual course of business or (ii) the Company’s total assets would be less than the sum of its total liabilities, with Capital Contributions not being deemed a liability.
(c) No distribution of Net Cash Flow or other cash made to any Member shall be determined a return or withdrawal of a Capital Contribution unless so designated by the Managers in their sole and exclusive discretion.
Cash Distributions Prior to Dissolution. (a) Subject to Section 3.4(a)(iii), the Board of Managers shall have the right to determine how much Net Cash Flow, if any, of the Company shall be distributed among the Members each year; provided, however, if such Net Cash Flow is otherwise available, the Board of Managers shall cause the Company to distribute to each Member prior to the due date of the Member’s quarterly estimated tax payments, an amount of Net Cash Flow (the “Tax Distribution”) equal to the excess of: (A) (i) the highest marginal federal, state, and local income tax rate applicable to a corporation organized and doing business solely in the jurisdiction where the Spiral Weld Mill is located, multiplied by (ii) taxable net income and gain to be allocated (or allocated) to, the Member under Schedule B for the current (or previous) Fiscal Year, as reasonably estimated by the Board of Managers; over (B) prior distributions to such Member during or with respect to such Fiscal Year pursuant to this Article 4. The Board of Managers, in its sole discretion, may adjust Tax Distributions to a Member to take into account the type of income allocated and any net losses or credits currently and previously allocated to the Member that may offset taxable income for the current (or just completed) Fiscal Year and the amount of such Tax Distribution shall be reduced as provided in Section 4.5. Any amount distributed pursuant to this Section 4.1 shall be deemed as an advance against the next distribution or distributions to such Member and shall reduce, dollar for dollar, future amounts otherwise distributable to such Member pursuant to Sections 4.3 or 9.
Cash Distributions Prior to Dissolution. (a) Cash Available for Distribution Cash Available for Distribution for each fiscal year (or portion thereof) shall be distributed annually, within 90 days after the end of such fiscal year, 99% to the Investor Limited Partners and 1% to the General Partner.
(b) Distributions of Proceeds from Capital Transactions Prior to dissolution, proceeds from Capital Transactions shall be applied or distributed, as the case may be, in the following order of priority:
(1) First, to discharge, to the extent required by any Partnership lender or creditor, the debts and obligations of the Partnership;
(2) Second, to fund reserves for contingent liabilities to the extent deemed reasonable by the General Partner in its sole and absolute discretion;
(3) Third, to the repayment of any loans or advances that may have been made by the General Partner to the Partnership;
(4) Fourth, to the Partners, Limited and General, an amount equal to the aggregate positive balances in their Capital Accounts (determined as of the end of the fiscal year preceding the year in which the Capital Transaction occurs), (to be allocated to each Partner in accordance with each Partner's ratable share of the aggregate Capital Account balances of all Partners (as of such date); and
(5) Fifth, the balance thereof 50% to the Investor Limited Partners and 50% to the General Partner.
