Class B Distribution Offset Sample Clauses
The Class B Distribution Offset clause defines how distributions to Class B shareholders are adjusted or offset under certain circumstances. Typically, this clause specifies that if Class B shareholders have previously received distributions in excess of their entitlement, future distributions may be reduced to correct the imbalance. For example, if a Class B shareholder was overpaid in a prior period, the overpayment would be subtracted from future payments to ensure fairness among all shareholders. The core function of this clause is to maintain equitable distribution of profits and prevent any class of shareholders from receiving more than their fair share over time.
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Class B Distribution Offset. Following the Disposition of Class B Units by the ▇▇▇▇ Member (or any of its Affiliates) to any Person that is not an Affiliate of the ▇▇▇▇ Member, all distributions payable on any Distribution Date pursuant to this Agreement, including pursuant to Section 5.01, Section 5.02, and Section 5.03 and Article 12, with respect to Class B Units held by any Offset Holder shall be subject to offset (the “Class B Distribution Offset”) in an amount, with respect to such Offset Holder, equal to such Offset Holder’s Applicable Portion of each of the following, to the extent due and payable as of each such Distribution Date, (i) all accrued and unpaid Management Fees (including all unpaid Management Fees for all prior quarterly periods), (ii) the Accrued MSA Amount, and (iii) to the extent applicable, the amount of any Termination Fee or Successor Termination Fee payable by such Offset Holder and the amount of any Offset Loan payable by such Offset Holder (such amount, with respect to each Offset Holder as of each applicable Distribution Date, its “Offset Amount” for all distributions payable on such Distribution Date). The applicable Offset Amount for each Offset Holder shall be withheld from payment of all distributions payable to such Offset Holder and shall be paid by the Company directly to Management Co. on the applicable Distribution Date of each distribution in satisfaction of such Offset Amount before any distributions in respect of Class B Units are paid to such Offset Holder.
Class B Distribution Offset. From and after (a) the Disposition of any Class B Units by the holder thereof to any Offset Holder, (b) the occurrence of the Notes Discharge Date, or (c) a SIP Party Offset Event (but only during any SIP Member Offset Period), all distributions payable under this Agreement, including pursuant to Sections 5.01, 5.02, and 5.03 and Article 12, to each Offset Holder of Class B Units shall be subject to offset by the Company (the “Class B Distribution Offset”) by an amount (i) with respect to each such Offset Holder (other than, during any SIP Member Offset Period, the SIP Member), equal to the amount of all Outstanding Fees of such Offset Holder as of the payment date of each such distribution and (ii) with respect to the SIP Member during any SIP Member Offset Period, equal to the amount of all Accrued MSA Amounts and outstanding Management Fee Loans of the SIP Member as of the payment date of each such distribution; provided that the withholding of payment of distributions to the SIP Member during any SIP Member Offset 870723.28-WILSR01A - MSW Period pursuant to this clause (ii) shall not cause the amount of distributions paid by the Company to the SIP Member in any Quarter during such SIP Member Offset Period to be less than the amount of the payment obligations of the SIP Member under the Senior Notes (or any Class B Permitted Refinancing) for such Quarter (such amount, with respect to each Offset Holder of Class B Units as of any distribution payment date, its “Offset Amount” for such distribution). The applicable Offset Amount shall be withheld from payment of all distributions to Offset Holders of Class B Units and promptly paid by the Company to Management Co. on the date of such distribution payment, in satisfaction of the Outstanding Fees of such Offset Holder before any distributions on Class B Units are paid to such Offset Holder. Each Class B Member, on behalf of itself and its Affiliates holding Class B Units from time to time, hereby consents to such Class B Distribution Offset and hereby waives any right to (A) receive any applicable Offset Amount or payment of any distributions subject to such Class B Distribution Offset and (B) notice of the Company’s exercise of any such Class B Distribution Offset. For the avoidance of doubt, the amount of all Offset Amounts withheld and paid in accordance with this Section 5.07 shall nonetheless be treated as having been distributed to the applicable Class B Member or its Affiliates holding Class B Units ...