Debt Financed Distribution Sample Clauses

Debt Financed Distribution. (a) Prior to the Closing, the Partnership shall borrow an amount equal to or exceeding $100,000,000.00 (the “Debt Financed Distribution”) under indebtedness for which no partner of the Partnership or any related person bears the economic risk of loss as defined by Treasury Regulation Section 1.752-2 in a manner such that the proceeds of such borrowing are allocable to the payment of the Debt Financed Distribution to Alon Assets as part of the payment of the Cash Consideration pursuant to Treasury Regulation Section 1.707-5(b)(1) and Temporary Treasury Regulation 1.163-8T (such borrowing, and any “refinancing” of such borrowing treated as the liability it refinances pursuant to Treasury Regulation Section 1.707-5(c), the “Partnership Debt”). (b) The Parties intend that the Debt Financed Distribution paid to Alon Assets shall qualify as a “debt-financed transfer,” a portion of which is not taken into account as part of a “disguised sale” of property contributed to the Partnership under Treasury Regulation Sections 1.707-3 and 1.707-5(b). (c) For a period of four years following the Closing Date, Alon Assets and the Partnership shall ensure (and shall cause their respective Affiliates to ensure) that the Partnership Debt will not be less than the entire outstanding principal balance of the Partnership Debt outstanding immediately after the Closing. (d) The Parties shall act at all times in a manner consistent with the foregoing provisions of this Section 5.3, except with the prior written consent of Alon Assets and the Partnership or as otherwise required by applicable law following a final determination by the U.S. Internal Revenue Service or a Governmental Authority with competent jurisdiction.
Sample 1
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Debt Financed Distribution. For a period of four years following the Effective Date, WRS and the Partnership shall ensure (and shall cause their respective Affiliates to ensure) (i) that the Partnership Debt will not be less than the entire outstanding principal balance of the Partnership Debt outstanding immediately after the Effective Date, (ii) that there is no modification of the Partnership Debt so as to eliminate or limit the ultimate recourse liability of WRS with respect thereto, and (iii) that no corporation, partnership, person or entity, other than WRS or a Logistics Party, assumes, guarantees, indemnifies against or otherwise incurs any liability with respect to the Partnership Debt.
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Debt Financed Distribution. (i) To the extent (A) the sum of the Cash Consideration (for the avoidance of doubt, including any Additional Cash Consideration) and the Earn-Out Payments (such sum, the “Total Cash Proceeds”) exceeds (B) the amount, if any, of the Additional Cash Consideration minus any indebtedness assumed by the Partnership as of the Closing under the Water Credit Facility, the Partnership shall borrow an amount equal to such excess to finance the payments of such excess amount in a manner such that the proceeds of such borrowing are allocable to the payment of the Total Cash Proceeds pursuant to Treasury Regulation Section 1.707-5(b)(1) and Temporary Treasury Regulation Section 1.163-8T (such borrowing, and any “refinancing” of such borrowing treated as the liability it refinances pursuant to Treasury Regulation Section 1.707-5(c), the “Traceable Partnership Debt”). For the avoidance of doubt, the Total Cash Proceeds and the excess amount shall be calculated at the Closing using a value of zero for the Earn-Out Payments and shall be recalculated at the time of the payment of any Earn-Out Payment to take into account such Earn-Out Payment and any prior Earn-Out Payment. (ii) Antero and the Partnership intend that any payment of Total Cash Proceeds to Antero that is attributable to the Traceable Partnership Debt shall qualify as a “debt-financed transfer” described under Treasury Regulation Sections 1.707-3 and 1.707-5(b) (a “Debt Financed Distribution”). (iii) For a period of four years following the Closing Date, to the extent the total indebtedness of the Partnership exceeds the Traceable Partnership Debt (as calculated immediately after the then most-recent payment of any Total Cash Proceeds), the Partnership shall take reasonable steps to ensure (and shall cause its respective Affiliates to ensure) that the Traceable Partnership Debt will not be less than the entire outstanding principal balance of the Traceable Partnership Debt outstanding immediately after such payment. (iv) Antero and the Partnership shall act (and shall cause their respective Affiliates to act) at all times in a manner consistent with the foregoing provisions of this Section 5.7(e), except with the prior written consent of Antero or as otherwise required by applicable law following a Final Determination.
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Debt Financed Distribution. Subject to the terms and conditions of this Agreement, at the Closing, following the Debt Mergers, (a) NewCo Borrower shall, and Seller shall cause NewCo Borrower to, distribute the Required Debt Proceeds Amount to NewCo Guarantor, (b) NewCo Guarantor shall, and Seller shall cause NewCo Guarantor to, following receipt of such amount, distribute the Required Debt Proceeds Amount to the Purchased Entity, and (c) the Purchased Entity shall, following receipt of such amount, distribute the Required Debt Proceeds Amount to Seller and its Affiliates who hold Class A Units and Class B Units in the Purchased Entity, pro rata in accordance with ownership of such equity interests (the “Debt-Financed Distribution”).
Sample 1
Debt Financed Distribution. On the date that is the fifth (5th) Business Day after the Closing Date, each of the following steps shall occur: (a) PRLP shall obtain a draw under the PRT Credit Facility in accordance with Section 1.4(c) hereof and cause the aggregate amount of the net distributable proceeds of such draw under the PRT Credit Facility (the “PRT Credit Facility Proceeds”), to be distributed from PRLP to the Surviving Mezzanine Holding Company in redemption of one hundred percent (100%) of the Preferred Units held by the Surviving Mezzanine Holding Company; and (b) Immediately following the distribution set forth in Section 2.6(a) above, the Surviving Mezzanine Holding Company shall (i) first, use a portion of the PRT Credit Facility Proceeds to repay the Existing Mezzanine Debt in cash in full and (ii) second, distribute the remainder of such proceeds to one or more Series of Landmark Fund, which shall then distribute such remaining proceeds to Landmark, which shall then (A) use a portion of such proceeds to repay the Landmark Bridge Financing in full and (B) in Landmark’s discretion, distribute the remainder of such proceeds to Xxxxxx X. Xxxxxxx and Xxxxxxxx X. Xxxxxxx.
Sample 1
Debt Financed Distribution. Subject to the terms and conditions of this Agreement, at the Closing, following the Debt Mergers, (a) NewCo Borrower shall, and Seller shall cause NewCo Borrower to, distribute the Required Debt Proceeds Amount to NewCo Guarantor, (b) NewCo Guarantor shall, and Seller shall cause NewCo Guarantor to, following receipt of such amount, distribute the Required Debt Proceeds Amount to NewCo Guarantor Parent, (c) NewCo Guarantor Parent shall, and Seller shall cause NewCo Guarantor Parent to, following receipt of such amount, distribute the Required Debt Proceeds Amount to the Purchased Entity, and (d) the Purchased Entity shall, following receipt of such amount, distribute the Required Debt Proceeds Amount to Seller and its Affiliates who hold Class A Units and Class B Units in the Purchased Entity, pro rata in accordance with ownership of such equity interests (the “Debt- Financed Distribution”).”
Sample 1
Debt Financed Distribution. At the Closing, following the Debt Mxxxxx as described in Section 2.04: (a) NewCo Borrower shall, and Exxxxxx shall cause NewCo Borrower to, distribute the Estimated Debt-Financed Distribution Amount to NewCo Guarantor; (b) NewCo Guarantor shall, and Exxxxxx shall cause NewCo Guarantor to, following receipt of such amount, distribute the Estimated Debt-Financed Distribution Amount to Seller Notes Issuer; (c) Seller Notes Issuer shall, and Exxxxxx shall cause Seller Notes Issuer to, following receipt of such amount, distribute the Estimated Debt-Financed Distribution Amount to NewCo; and (d) JV NewCo shall, following receipt of such amount, distribute the Estimated Debt-Financed Distribution Amount to the Exxxxxx Contributors in accordance with the Debt-Financed Distribution Allocation Principles.
Sample 1
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Related to Debt Financed Distribution

  • Qualified Distributions Qualified distributions from your Xxxx XXX (both the contributions and earnings) are not included in your income. A qualified distribution is a distribution which is made after the expiration of the five-year period beginning January 1 of the first year for which you made a contribution to any Xxxx XXX (including a conversion from a Traditional IRA), and is made on account of one of the following events. • Attainment of age 59½ • Disability • First-time homebuyer purchase • Death For example, if you made a contribution to your Xxxx XXX for 2007, the five-year period for determining whether a distribution is a qualified distribution is satisfied as of January 1, 2012.

  • Restricted Distributions Notwithstanding any provision to the contrary contained in this Agreement, neither the Partnership nor the General Partner, on behalf of the Partnership, shall make a distribution to any Holder if such distribution would violate the Act or other applicable law.

  • Required Distributions Except in the case of a special needs beneficiary, the assets of the Xxxxxxxxx ESA are required to be distributed to the designated beneficiary within 30 days of the designated beneficiary’s attainment of age 30. The designated beneficiary will be subject to both income tax and an additional 10 percent penalty tax on the portion of the distribution that represents earnings, if the designated beneficiary does not have any qualified education expenses in that year. Any balance remaining in the Xxxxxxxxx ESA upon the death of the designated beneficiary will be distributed within 30 days of the designated beneficiary’s death, unless a death beneficiary is named and the death beneficiary is a qualified family member under age 30. If the death beneficiary is a qualified family member under age 30, that individual will become the designated beneficiary as of the date of death. Qualified family members include the designated beneficiary’s child, grandchild, or xxxxxxxxx, brother, sister, stepbrother, or stepsister, nephew or niece, parents, stepparents, or grandparents, uncle or aunt, spouses of all the family members listed above, cousin, and the designated beneficiary’s spouse. If a qualified family member becomes the designated beneficiary, the custodian, if it so chooses for any reason (e.g., due to limitations of its charter or bylaws), may require a total distribution of the Xxxxxxxxx ESA by December 31 of the year following the year of the original designated beneficiary’s death.

  • Qualified HSA Funding Distribution If you are eligible to contribute to a health savings account (HSA), you may be eligible to take a one-time tax-free HSA funding distribution from your IRA and directly deposit it to your HSA. The amount of the qualified HSA funding distribution may not exceed the maximum HSA contribution limit in effect for the type of high deductible health plan coverage (i.e., single or family coverage) that you have at the time of the deposit, and counts toward your HSA contribution limit for that year. For further detailed information, you may wish to obtain IRS Publication 969, Health Savings Accounts and Other Tax-Favored Health Plans.

  • Assuming Bank’s Liquidation of Remaining Single Family Shared-Loss Loans In the event that the Assuming Bank does not conduct a Portfolio Sale pursuant to Section 4.1, the Receiver shall have the right, exercisable in its sole and absolute discretion, to require the Assuming Bank to liquidate for cash consideration, any Single Family Shared-Loss Loans held by the Assuming Bank at any time after the date that is six months prior to the Termination Date. If the Receiver exercises its option under this Section 4.2, it must give notice in writing to the Assuming Bank, setting forth the time period within which the Assuming Bank shall be required to liquidate the Single Family Shared-Loss Loans. The Assuming Bank will comply with the Receiver’s notice and must liquidate the Single Family Shared-Loss Loans as soon as reasonably practicable by means of sealed bid sales to third parties, not including any of the Assuming Bank’s affiliates, contractors, or any affiliates of the Assuming Bank’s contractors. The selection of any financial advisor or other third party broker or sales agent retained for the liquidation of the remaining Single Family Shared-Loss Loans pursuant to this Section shall be subject to the prior approval of the Receiver, such approval not to be unreasonably withheld, delayed or conditioned.

  • Unbundled Sub-Loop Distribution Voice Grade (USLD-VG) is a copper sub- loop facility from the cross-box in the field up to and including the point of demarcation at the End User’s premises and may have load coils.

  • Final Distribution on the Certificates If on any Determination Date, the Master Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Certificate Account, the Master Servicer shall direct the Trustee promptly to send a final distribution notice to each Certificateholder. If the Master Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.1, at least 20 days prior to the date notice is to be mailed to the affected Certificateholders, the Master Servicer shall notify the Depositor and the Trustee of the date the Master Servicer intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 10th day and no later than the 15th day of the month next preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Master Servicer will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Certificate Account to be remitted to the Trustee for deposit in the applicable subaccounts of the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Master Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to the Certificateholders of each Class, in the order set forth in Section 4.2 hereof, on the final Distribution Date, in the case of the Certificateholders, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (i) as to each Class of Regular Certificates, the Class Certificate Balance thereof plus accrued interest thereon in the case of an interest bearing Certificate, and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Holders of each of the Class I-A-R Certificates shall be entitled to all unclaimed funds and other assets of the Trust Fund, held for distribution to such Certificateholders, which remain subject hereto.

  • Final Distribution The Issuer shall give the Indenture Trustee at least 30 days written notice of the Payment Date on which the Noteholders of any Series, Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series, Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Class or Tranche specifying (i) the date upon which final payment of such Series, Class or Tranche will be made upon presentation and surrender of Notes of such Series, Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders. (a) Notwithstanding a final distribution to the Noteholders of any Series, Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in any Issuer Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

  • Deemed Distribution and Recontribution Notwithstanding any other provision of this Article 13, in the event the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership's property shall not be liquidated, the Partnership's liabilities shall not be paid or discharged, and the Partnership's affairs shall not be wound up. Instead, the Partnership shall be deemed to have distributed the Partnership property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership property in kind to the Partnership, which shall be deemed to have assumed and taken such property subject to all such liabilities.

  • Payments from the Gross Settlement Amount Within 14 days after Defendants fund the Gross Settlement Amount, the Administrator will mail checks for all Individual Class Payments, all Individual PAGA Payments, the LWDA PAGA Payment, the Administration Expenses Payment, the Class Counsel Fees Payment, the Class Counsel Litigation Expenses Payment, and the Class Representative Service Payment. Disbursement of the Class Counsel Fees Payment, the Class Counsel Litigation Expenses Payment and the Class Representative Service Payment shall not precede disbursement of Individual Class Payments and Individual PAGA Payments. 4.4.1. The Administrator will issue checks for the Individual Class Payments and/or Individual PAGA Payments and send them to the Class Members via First Class U.S. Mail, postage prepaid. The face of each check shall prominently state the date (not less than 180 days after the date of mailing) when the check will be voided. The Administrator will cancel all checks not cashed by the void date. The Administrator will send checks for Individual Settlement Payments to all Participating Class Members (including those for whom Class Notice was returned undelivered). The Administrator will send checks for Individual PAGA Payments to all Aggrieved Employees including Non-Participating Class Members who qualify as Aggrieved Employees (including those for whom Class Notice was returned undelivered). The Administrator may send Participating Class Members a single check combining the Individual Class Payment and the Individual PAGA Payment. Before mailing any checks, the Settlement Administrator must update the recipients’ mailing addresses using the National Change of Address Database. 4.4.2. The Administrator must conduct a Class Member Address Search for all other Class Members whose checks are retuned undelivered without USPS forwarding address. Within 7 days of receiving a returned check the Administrator must re-mail checks to the USPS forwarding address provided or to an address ascertained through the Class Member Address Search. The Administrator need not take further steps to deliver checks to Class Members whose re-mailed checks are returned as undelivered. The Administrator shall promptly send a replacement check to any Class Member whose original check was lost or misplaced, requested by the Class Member prior to the void date. 4.4.3. For any Class Member whose Individual Class Payment check or Individual PAGA Payment check is uncashed and cancelled after the void date, the Administrator shall transmit the funds represented by such checks to the California Controller's Unclaimed Property Fund in the name of the Class Member thereby leaving no "unpaid residue" subject to the requirements of California Code of Civil Procedure Section 384, subd. (b). 4.4.4. The payment of Individual Class Payments and Individual PAGA Payments shall not obligate Defendants to confer any additional benefits or make any additional payments to Class Members (such as 401(k) contributions or bonuses) beyond those specified in this Agreement.

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