Deficit Purchase Price Offset Sample Clauses

Deficit Purchase Price Offset. If it is determined pursuant to Part III(4)(f) of the Acquired Companies Annex to the SIP PSA that there is a Deficit Purchase Price Amount, all distributions payable under this Agreement, including pursuant to Sections 5.01, 5.02, and 5.03 and Article 12, to the SIP Member shall be subject to offset by the Company (the “Class B Deficit Purchase Price Offset”) by an amount equal to the Deficit Purchase Price Amount. The Deficit Purchase Price Amount shall be withheld from payment of all distributions to the SIP Member and promptly paid by the Company to SIP SellCo on the date of such distribution payment, in satisfaction of the payment of the Deficit Purchase Price Amount under Part III(4)(f)(i)(2) of the Acquired Companies Annex to the SIP PSA before any distributions on Class B Units are paid to the SIP Member; provided that, without the written approval of the SIP Member, the withholding of payment of distributions pursuant to this Section 5.10 shall not cause the amount of distributions of Available Cash paid to the SIP Member in any Quarter to be less than the amount of the payment obligations of the SIP Member under the Senior Notes (or any Class B Permitted Refinancing) in such Quarter. The SIP Member hereby consents to such Class B Deficit Purchase Price Offset and hereby waives, subject to the proviso in the immediately preceding sentence, any right to receive any Deficit Purchase Price Amount or payment of any distributions subject to such Class B Deficit Purchase Price Offset. For the avoidance of doubt, the amounts withheld and paid in accordance with this Section 5.10 shall nonetheless be treated as having been distributed to the SIP Member for all purposes of this Agreement, including the calculation of Capital Accounts under Section 4.08.