Discretionary Distributions. 1. The Manager may cause the Company to distribute cash or Securities or other Company assets from time to time in its sole discretion. Distributions pursuant to this paragraph 7.5(a) shall be made first to all Members in accordance with their respective Ownership Percentages (solely as an interim step i n calculating final distributions pursuant to the following provisions of this paragraph 7.5(a)) and then shall be further divided between each Member on the one hand and the Manager on the other hand as follows:
i. First, to the Member until the Member has received aggregate distributions pursuant to paragraph 7.4 and this paragraph 7.5 (with any in-kind distributions valued in accordance with paragraph 11.2) equal to its aggregate capital contributions to the Company as of such time.
ii. Thereafter, an amount equal to the remaining distributions multiplied by such Member’s Carried Interest Percentage to the Manager, with the remaining amount to the Member.
2. Notwithstanding paragraph 7.5(a)(ii), the Manager may at any time waive a distribution of cash, Securities or other Company assets that would otherwise be made to the Manager pursuant to paragraph 7.5(a)(ii) and instead make such distribution one hundred percent (100%) to all Members in accordance with their respective Ownership Percentages; provided, however, that the Company may make subsequent distributions to the Manager to the extent of any such waived distribution at such times as the Manager shall determine out of amounts otherwise distributable to such Members.
3. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of his, her or its interest in the Company if such distribution would violate the Act or other applicable law.
4. Securities distributed in kind shall be subject to such conditions and restrictions as the Manager determines are legally required or appropriate. Immediately prior to any distribution in kind, the Deemed Gain or Deemed Loss of any Securities distributed shall be allocated to the Capital Accounts of the Members as Profit or Loss pursuant to Article 5.
Discretionary Distributions. Subject to the provisions of this Article V including Section 5.4, the Board of Managers shall have sole discretion regarding the amount and timing of Distributions to the Common Holders and the Class C Holders, if applicable, in an amount greater than the Distributions required to be made pursuant to Section 5.1(d), Section 5.1(e) or Section 5.2; provided that any Distribution in an amount greater than the Distributions required to be made pursuant to Section 5.1(d), Section 5.1(e) (other than tax distributions pursuant to Section 5.1(e)(ii)) and Section 5.2 shall require the prior written consent of at least a majority of the Independent Managers if, and then only to the extent that, (a) any Rating Agency shall have communicated to the Company, after inquiry, that such proposed Distribution is reasonably likely to result in a downgrade of the credit rating of any unsecured indebtedness of the Company or any Material Subsidiary or a negative change in the outlook of such credit rating of the Company or any of its Material Subsidiaries (a “Credit Downgrade”) or (b) the Board of Managers shall have determined in good faith that if the Company makes all or any portion of such Distribution, it will result in a reduction of the equity capital of the Company below the Required Capital Amount. Distributions made pursuant to this Section 5.3, subject to the Act, shall be distributed in accordance with Section 5.1.
Discretionary Distributions. From time to time the Board shall determine in its reasonable judgment, after consultation with the Company’s accountant, to what extent (if any) the Company’s cash on hand exceeds its current and anticipated needs, including without limitation, for operating expenses, debt service and a reasonable contingency reserve. If such an excess exists, in addition to any distributions pursuant to Section 6.3(a), the Board may declare discretionary cash distributions payable to the Members pro rata based on their Relative Membership Interests in an amount up to such excess, so long as: (i) there is no outstanding principal balance on the Note; and (ii) all liabilities of the Company to the Members have been satisfied, including without limitation, payments related to accrued billing fees, medical malpractice premiums, and fees to be paid for other services provided by, or arranged for by, one of the Members.
Discretionary Distributions. The General Partner, in its reasonable discretion, may authorize distributions by the Partnership as follows; provided, that, with respect to any Fiscal Quarter, no distributions may be made under this Section 4.02 until all distributions due under Section 4.01 with respect to such Fiscal Quarter have been made and any required Guaranteed Series A-0 Payment in respect of such Fiscal Quarter pursuant to Section 4.08 has been paid:
(a) first, Pro Rata to the holders of Preferred Series A Subclass 1 Unit Accounts, up to the sum of the unpaid Total Preferred Series A Return applicable to such Preferred Series A Subclass 1 Unit Accounts (taking in to account, without duplication, any amounts paid under Section 4.01) until the cumulative amount of distributions under this Section 4.02(a) and Tax Distributions under Section 4.03 to the holders of Preferred Series A Subclass 1 Unit Accounts are equal to the unpaid Total Preferred Series A Return applicable to such Preferred Series A Subclass 1 Unit Accounts (taking into account, without duplication, any amounts paid under Section 4.01);
(b) second, Pro Rata to the holders of Class S Preferred Units, up to the sum of the unpaid Total Class S Preferred Return applicable to such Class S Preferred Units, until the cumulative amount of distributions under this Section 4.02(c) and Tax Distributions under Section 4.03 made to the holders of Class S Preferred Units are equal to the unpaid Total Class S Preferred Return; and
(c) thereafter, to all holders of Units, pro rata in accordance with their respective positive Capital Account balances in respect of such Units; provided, however, that without the prior written consent of a majority of the Executive Committee, the General Partner shall not authorize distributions pursuant to this Section 4.02(d) to the extent such distributions would result in the amount of liquid assets of the Partnership being less than the Minimum Retained Earnings. 4860-7686-4714 v.2
Discretionary Distributions. Prior to the dissolution of the LLC (including, without limitation, a Capital Transaction that results in a dissolution of the LLC), the LLC shall distribute cash or property, subject to Sections 3.1 and 3.5, in such amounts, at such times and as of such record dates as the Board shall determine in the following order of priority:
(a) First, to the holders of Units in proportion to the Capital held by them until the Capital of all holders of Units is zero; and
(b) The balance, to the holders of Units in proportion to the number of such Units held by them. Capital shall be computed as of the date of the distribution.
Discretionary Distributions. (a) Distributions of Short-Term Investment Income shall be made to the Partners in accordance with each Partner's Participation Percentage.
(b) As and when at any time the General Partner determines to distribute Net Cash Flow with respect to any particular Security, any and all distributions of such Net Cash Flow for any period shall be made to the Partners as follows:
(i) First, 100% to the Partners in accordance with each Partner's Participation Percentage, until the Partners have received cumulative distributions pursuant to this Section 5.3(b)(i) equal to the sum of (A) any Capital Contributions used to pay any Organizational Expenses or any Partnership Expenses, (B) the aggregate amount of permanent write-downs, if any, by the General Partner with respect to any Securities held by the Partnership as of the end of such period, as determined in the sole discretion of the General Partner, and (C) the Total Cost of the Security which is currently being sold or exchanged; and
(ii) Thereafter, (A) 80% to the Partners in accordance with each Partner's Participation Percentage and (B) 20% to the General Partner.
Discretionary Distributions. 15 5.4 Reinvestment.........................................................15 5.5
Discretionary Distributions. 26 4.4 AMOUNTS WITHHELD............................................................26
Discretionary Distributions. Subject to Section 7.3, available cash or other assets (taking such other assets into account at their Fair Market Value at the time of distributions) shall be distributed, at such times and in such amounts as the Board determines in its sole discretion, to the holders of the LP Units (pro rata based on the then issued and outstanding LP Units). As a point of clarity, LCC Corporation will participate in any such distributions with respect to the issued and outstanding LP Units then owned by LCC Corporation.
Discretionary Distributions. At such times during any fiscal year as the General Partner determines, in the General Partner’s sole discretion, if all distributions pursuant to Section 4.2(b) have been made in full, the Partnership may, if the General Partner determines to do so in the General Partner’s sole discretion, make distributions up to the amount of the undistributed Net Cash Flow to all of the Partners. Except as otherwise provided in this Agreement, including Section 8.4, the Net Cash Flow of the Partnership shall be distributed in the following amounts and in the following priorities:
(i) first, to each of the Partners in the amount of and in proportion to the excess, if any, of: (A) the aggregate Profits allocated to such Partner for the current and all prior fiscal years; minus (B) the aggregate Net Cash Flow previously distributed to such Partner pursuant to this Section 4.2(c)(i) for all prior fiscal years; and
(ii) finally, to each of the Partners in proportion to their relative Percentage Interests.
