Deemed Distributions. Borrower represents that any transfer by Mortgage Lender of Owner’s funds (whether pursuant to Section 2.4.4, Section 6.11 or otherwise under the Mortgage Loan Agreement) to Lender pursuant to the Mortgage Loan Agreement or any other Mortgage Loan Document is intended by Borrower to constitute, and Borrower represents that such transfers shall constitute, distributions from Owner to Borrower and shall be treated as such on the books and records of Borrower and Owner. Borrower agrees that all such distributions shall comply with the requirements of Section 18-607 of the Delaware Limited Liability Company Act. Borrower agrees that no provision herein or in any other Loan Document is intended by Borrower to, nor shall any such provision be construed to create, a debtor-creditor relationship between Owner and Borrower.
Deemed Distributions. Borrower represents that any transfer by Lender of Borrower’s funds (whether pursuant to Section 2.4.4, Section 6.11 or otherwise) to any Mezzanine Lender pursuant to this Agreement or any other Loan Document is intended by Borrower to constitute, and Borrower represents that such transfers shall constitute, distributions from Borrower to Original Mezzanine Borrower, and (where applicable) Original Mezzanine Borrower to Approved Mezzanine Borrower, and shall be treated as such on the books and records of Borrower and Mezzanine Borrower. Borrower agrees that all such distributions shall comply with the requirements of Section 18-607 of the Delaware Limited Liability Company Act. Borrower agrees that no provision herein or in any other Loan Document is intended by Borrower to, nor shall any such provision be construed to create, a debtor-creditor relationship between Borrower and Mezzanine Borrower.
Deemed Distributions. Any amounts withheld by the General Partner in accordance with Section 6.7(a) shall nevertheless, for purposes of this Agreement, be deemed to have been distributed to the Limited Partners in respect of which they are withheld.
Deemed Distributions. Any amounts withheld by the Managers in accordance with Section 6.7(a) shall nevertheless, for purposes of this Agreement, be deemed to have been distributed to the Members in respect of which they are withheld.
Deemed Distributions. Borrower represents that any transfer by Lender of Borrower’s funds (whether pursuant to Section 2.4.4, Section 6.11 or otherwise) to any Mezzanine Lender pursuant to this Agreement or any other Loan Document is intended by Borrower to constitute, and Borrower represents that such transfers shall constitute, distributions from Borrower to Mezzanine Borrower, and shall be treated as such on the books and records of Borrower and Mezzanine Borrower. Borrower agrees that all such distributions shall comply with the requirements of Section 18-607 of the Delaware Limited Liability Company Act. Borrower agrees that no provision herein or in any other Loan Document is intended by Borrower to, nor shall any such provision be construed to create, a debtor-creditor relationship between Borrower and Mezzanine Borrower.
Deemed Distributions. Borrower represents that any transfer by Mortgage Lender or Mezzanine A Lender of Owner’s funds (whether pursuant to Section 2.4.4, Section 6.11 or otherwise under the Mortgage Loan Agreement or whether pursuant to Section 2.4.4 or otherwise under the Mezzanine A Loan Agreement) to Lender pursuant to the Mezzanine A Loan Agreement, other Mezzanine A Loan Documents, Mortgage Loan Agreement or any other Mortgage Loan Document is intended by Borrower to constitute, and Borrower represents that such transfers shall constitute, distributions from Owner or Mezzanine A Borrower to Borrower and shall be treated as such on the books and records of Borrower, Mezzanine A Borrower and Owner. Borrower agrees that all such distributions shall comply with the requirements of Section 18-607 of the Delaware Limited Liability Company Act. Borrower agrees that no provision herein or in any other Loan Document is intended by Borrower to, nor shall any such provision be construed to create, a debtor-creditor relationship between Owner, Mezzanine A Borrower and Borrower.
Deemed Distributions. In the event of a Permitted Asset Transfer in which the Company receives consideration with a value less than the Fair Value of the asset(s) subject to such Permitted Asset Transfer, the excess of the Fair Value of such asset(s) over the consideration received therefor (such excess, the “Deemed Distribution Amount”) shall be deemed to be a distribution to the KCS Member, and the NS Member shall be entitled to, in its sole discretion: (a) an immediate cash payment from the KCS Member equal to the NS Member’s pro rata share of the Deemed Distribution Amount based on its Percentage Interest or (b) an immediate cash payment from the Company equal to the product of (i) such Deemed Distribution Amount and (ii) a fraction, the numerator of which is the NS Member’s Percentage Interest and the denominator of which is the KCS Member’s Percentage Interest.
Deemed Distributions. Borrower represents that any transfer by Mortgage Lender of Owner’s funds (whether pursuant to Section 2.4.4, Section 6.11 or otherwise under the Mortgage Loan Agreement) to Lender or Approved Mezzanine Lender pursuant to the Mortgage Loan Agreement or any other Mortgage Loan Document is intended by Borrower to constitute, and Borrower represents that such transfers shall constitute, distributions from Owner to Borrower and (where applicable) Borrower to Approved Mezzanine Borrower, and shall be treated as such on the books and records of Borrower, Owner and Approved Mezzanine Borrower. Borrower agrees that all such distributions shall comply with the requirements of
Deemed Distributions. Notwithstanding any other provision herein to the contrary, if the Company or any of its Subsidiaries is required by law to make any payment that is specifically attributable to a PEC Holder, CPEC Holder and/or Shareholder or any PEC Holder’s, CPEC Holder’s and/or Shareholder’s status as such (including any Taxes), then such Person shall be deemed for all purposes hereunder (including for purposes of Sections 4.1(a), 4.1(b) and 4.1(c)) to have received an advanced payment of Distributions otherwise payable pursuant to this Section 4.1 in an amount equal to such payment.
Deemed Distributions. PG&E and other Settling Participants (if any) having an outstanding payable to the PX, or owing net refunds as calculated in exhibits CPX 51 and CAISO 30 in the evidentiary hearing in Docket Nos. EL00-95, et al. (“Deemed Distribution Recipients”), shall not receive a cash payment from the Mirant Refund Escrow but shall instead receive their refund share as shown in the Allocation Matrix through an offset to their outstanding payable to the PX or net refund obligation (a “Deemed Distribution”). The Parties agree, and the FERC Settlement Order shall constitute FERC’s determination, that the PG&E Plan Escrow may be reduced in an amount equal to PG&E’s Deemed Distributions under this Agreement. Other Settling Participants who do not qualify as Net Refund Recipients shall also receive their allocable refunds in the form of an offset against their outstanding market obligations. Exhibit H contains a list of parties in addition to PG&E that will be Deemed Distribution Recipients if they become Additional Settling Participants in accordance with Article XL.
