DISTRIBUTION OF ACCUMULATED ADJUSTMENTS ACCOUNT Sample Clauses

DISTRIBUTION OF ACCUMULATED ADJUSTMENTS ACCOUNT. SECTION 1.1. Subject to compliance with applicable law, the Company hereby agrees to distribute to the Stockholders $______, representing the amount of the Company's accumulated adjustments account, within the meaning of section 1368(e) of the Code, as of _______ __, 1997. The distribution shall be made in cash to the Company's shareholders of record immediately prior to the Reorganization and shall be payable immediately upon receipt by the Company of a cash contribution equal to the foregoing amount following consummation of the Public Offering.
Sample 1
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DISTRIBUTION OF ACCUMULATED ADJUSTMENTS ACCOUNT. (a) Prior to the consummation of the Public Offering, the Company's board of directors shall declare a cash dividend (the "Special Dividend") payable to the Stockholders. The Special Dividend will be equal to the Company's estimated accumulated adjustments account (as the term is defined in Section 1368 of the Code) (the "AAA") as of the Termination Date. The Company agrees to pay the Special Dividend to the Stockholders immediately prior to the Termination Date and that: (a) if the Special Dividend exceeds the AAA as reported by the Company on its originally filed federal S corporation income tax return for calendar year 1997 (the "Final AAA"), such excess shall be paid by the Stockholders to the Company, and (b) if the Final AAA exceeds the Special Dividend, such excess shall be paid by the Company to the Stockholders, in either case, within thirty (30) days of the date of such determination and together with interest thereon, at the Applicable Federal Rate (as defined in Section 1274 of the Code) in effect as of the date of such payment, for the period from the date the Special Dividend was paid to the date of such payment. The Final AAA shall be determined by the Company's tax return for the Company's S Short Year in a manner consistent with prior practice.
Sample 1
DISTRIBUTION OF ACCUMULATED ADJUSTMENTS ACCOUNT. Immediately ------------------------------------------------ after the closing of the Public Offering, the Company shall distribute to the Stockholders the sum of $4,750,000 ("Estimated AAA"), in proportion to the percentages in which they own the common stock of the Company as of the Termination Date. Any distributions provided for in the preceding sentences shall be subject to the limitations set forth in Section 170 of the Delaware General Corporation Law.
Sample 1
DISTRIBUTION OF ACCUMULATED ADJUSTMENTS ACCOUNT. Prior to the consummation of the Public Offering, the Company's board of directors shall declare the Second Dividend payable to the Stockholders. The Second Dividend will be equal to the Company's estimated accumulated adjustments account (as the term is defined in Section 1368 of the Code) (the "ALA") as of the Termination Date. The Company agrees to pay the Second Dividend to the Stockholders promptly following the Public Offering and that: (a) if the Second Dividend exceeds the ALA as finally determined by the Company's accountants in the course of preparing the Company's tax returns for the 1997 year (the "Final ALA"). such excess shall be paid by the Stockholders to the Company, and (b) if the Final ALA exceeds the Second Dividend, such excess shall be paid by the Company to the Stockholders, in either case, within thirty (30) days of the date of such determination and together with interest thereon, at the Applicable Federal Rate (as defined in Section 1274 of the Code) in effect as of the date of such payment, for the period from the date the Second Dividend was paid to the date of such payment. The Final ALA shall be determined by the Company's tax return for the Company's S Short Year in a manner consistent with prior practice.
Sample 1
DISTRIBUTION OF ACCUMULATED ADJUSTMENTS ACCOUNT. Prior to the consummation of the Public Offering, the Company's board of directors shall declare a special cash dividend (the "Special Dividend") payable to the Stockholders separate from any and all Tax Distributions. The Special Dividend will be equal to the lesser of $2,000,000 or one-half of the Company's estimated accumulated adjustments account (as the term is defined in Section 1368 of the Code) (the "AAA") as of the Termination Date. The Company agrees to pay the Special Dividend to the Stockholders promptly following the Public Offering and that: (a) if the Special Dividend exceeds the amount per the formula set forth as finally determined by the Company's accountants in the course of preparing the Company's tax returns for the 1998 year (the "Final AAA"), such excess shall be paid by the Stockholders to the Company, and (b) if the amount of AAA distribution per the formula set forth exceeds the Special Dividend, such excess shall be paid by the Company to the Stockholders, in either case, within thirty (30) days of the date of such determination and together with interest thereon, at the Applicable Federal Rate (as defined in Section 1274 of the Code) in effect as of the date of such payment, for the period from the date the Special Dividend was paid to the date of such payment. The Final AAA shall be determined by the Company's tax return for the Company's S Short Year in a manner consistent with prior practice.
Sample 1
DISTRIBUTION OF ACCUMULATED ADJUSTMENTS ACCOUNT. Prior to the ----------------------------------------------- Closing of the Public Offering, the Company shall distribute to Xxxxxx XxxXxx an amount equal to a reasonable estimate of the amount of the Company's undistributed S corporation income as of the day immediately prior to the Termination Date subject to federal income taxation by Xxxxxx XxxXxx ("Estimated Income"); provided, however that any such distribution shall be subject to the -------- ------- limitations set forth in Section ___ of the New York General Corporation Law and any other similar legal limitations.
Sample 1

Related to DISTRIBUTION OF ACCUMULATED ADJUSTMENTS ACCOUNT

  • Distributions from Collection Account Subject to Section 8.2(e), on each Payment Date the Indenture Trustee will (based on the information in the most recent Monthly Investor Report) withdraw from the Collection Account and make deposits and payments, to the extent of Available Funds in the Collection Account for that Payment Date, in the following order of priority (pro rata within each priority level based on the amounts due except as otherwise stated):

  • Excess Reserve Fund Account; Distribution Account (a) The Securities Administrator shall establish and maintain the Excess Reserve Fund Account, on behalf of the Class X Certificateholders, to receive that portion of the distributions on the Class X Interest up to an amount equal to any Basis Risk Payments and to pay to the LIBOR Certificateholders any Basis Risk Carry Forward Amounts (prior to using any Net Swap Receipts). For the avoidance of doubt, any Basis Risk Carry Forward Amounts shall be paid to the LIBOR Certificates first from the Excess Reserve Fund Account and then from the Supplemental Interest Trust. On each Distribution Date on which there exists a Basis Risk Carry Forward Amount on any Class of LIBOR Certificates, the Securities Administrator shall (1) withdraw from the Distribution Account and deposit in the Excess Reserve Fund Account, as set forth in Section 4.02(a)(iii)(L), the lesser of the Class X Distributable Amount (to the extent remaining after the distributions specified in Sections 4.02(a)(iii)(A)-(K) and without regard to the reduction in clause (iii) of the definition thereof for any Basis Risk Carry Forward Amounts or any Defaulted Swap Termination Payment) and the aggregate Basis Risk Carry Forward Amount and (2) withdraw from the Excess Reserve Fund Account amounts necessary to pay to such Class or Classes of LIBOR Certificates the applicable Basis Risk Carry Forward Amounts. Such payments, along with payments from the Supplemental Interest Trust, shall be allocated to those Classes based upon the amount of Basis Risk Carry Forward Amount owed to each such Class and shall be paid in the priority set forth in Section 4.02(a)(iii)(M). In the event that the Class Certificate Balance of any Class of Certificates is reduced because of Applied Realized Loss Amounts, the applicable Certificateholders will not be entitled to receive Basis Risk Carry Forward Amounts on the written down amounts on such Distribution Date or any future Distribution Dates (except to the extent such Class Certificate Balance is increased as a result of any Subsequent Recoveries), even if funds are otherwise available for distribution. The Securities Administrator shall account for the Excess Reserve Fund Account as an asset of a grantor trust under subpart E, Part I of subchapter J of the Code and not as an asset of any Trust REMIC created pursuant to this Agreement. The beneficial owners of the Excess Reserve Fund Account are the Class X Certificateholders. Any Basis Risk Carry Forward Amounts distributed by the Securities Administrator to the LIBOR Certificateholders from the Excess Reserve Fund Account shall be accounted for by the Securities Administrator, for federal income tax purposes, as amounts paid first to the Holders of the Class X Certificates (in respect of the Class X Interest) and then to the respective Class or Classes of LIBOR Certificates. In addition, the Securities Administrator shall account for the rights of Holders of each Class of LIBOR Certificates to receive payments of Basis Risk Carry Forward Amounts from the Excess Reserve Fund Account (along with payments of Basis Risk Carry Forward Amounts and without duplication, Upper-Tier Carry Forward Amounts from the Supplemental Interest Trust) as rights in a separate limited recourse interest rate cap contract written by the Class X Certificateholders in favor of Holders of each such Class. Notwithstanding any provision contained in this Agreement, the Securities Administrator shall not be required to make any payments from the Excess Reserve Fund Account except as expressly set forth in this Section 3.27(a).

  • Distributions from Certificate Account and Special Payments Account (a) On each Regular Distribution Date with respect to a series of Certificates or as soon thereafter as the Trustee has confirmed receipt of the payment of all or any part of the Scheduled Payments due on the Equipment Notes held (subject to the Intercreditor Agreement) in the related Trust on such date, the Trustee shall distribute out of the applicable Certificate Account the entire amount deposited therein pursuant to Section 4.01(a). There shall be so distributed to each Certificateholder of record of such series on the Record Date with respect to such Regular Distribution Date (other than as provided in Section 11.01 concerning the final distribution) by check mailed to such Certificateholder, at the address appearing in the Register, such Certificateholder’s pro rata share (based on the Fractional Undivided Interest in the Trust held by such Certificateholder) of the total amount in the applicable Certificate Account, except that, with respect to Certificates registered on the Record Date in the name of a Clearing Agency (or its nominee), such distribution shall be made by wire transfer in immediately available funds to the account designated by such Clearing Agency (or such nominee).

  • Investment of Amounts in Special Payments Account Any amounts on deposit in the Special Payments Account prior to the distribution thereof pursuant to Section 2.4(b) or (c) shall be invested in accordance with Section 2.2(b). Investment Earnings on such investments shall be distributed in accordance with Section 2.4(b) or (c), as the case may be.

  • DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS The Advisory Committee will determine excess aggregate contributions after determining excess deferrals under Section 14.07 and excess contributions under Section 14.08. If the Advisory Committee determines the Plan fails to satisfy the ACP test for a Plan Year, it must distribute the excess aggregate contributions, as adjusted for allocable income, during the next Plan Year. However, the Employer will incur an excise tax equal to 10% of the amount of excess aggregate contributions for a Plan Year not distributed to the appropriate Highly Compensated Employees during the first 2 1/2 months of that next Plan Year. The excess aggregate contributions are the amount of aggregate contributions allocated on behalf of the Highly Compensated Employees which causes the Plan to fail to satisfy the ACP test. The Advisory Committee will distribute to each Highly Compensated Employee his respective share of the excess aggregate contributions. The Advisory Committee will determine the respective shares of excess aggregate contributions by starting with the Highly Compensated Employee(s) who has the greatest contribution percentage, reducing his contribution percentage (but not below the next highest contribution percentage), then, if necessary, reducing the contribution percentage of the Highly Compensated Employee(s) at the next highest contribution percentage level (including the contribution percentage of the Highly Compensated Employee(s) whose contribution percentage the Advisory Committee already has reduced), and continuing in this manner until the ACP for the Highly Compensated Group satisfies the ACP test. If the Highly Compensated Employee is part of an aggregated family group, the Advisory Committee, in accordance with the applicable Treasury regulations, will determine each aggregated family member's allocable share of the excess aggregate contributions assigned to the family unit.

  • Permitted Withdrawals from the Collection Account and Distribution Account (a) The Master Servicer may from time to time make withdrawals from the Collection Account for the following purposes:

  • Permitted Withdrawals from the Collection Accounts and Certificate Account (a) Each Servicer may from time to time make withdrawals from the related Collection Account for the following purposes:

  • Allocation of Applied Realized Loss Amounts Any Applied Realized Loss Amounts shall be allocated by the Trustee to the most junior Class of Subordinated Certificates then Outstanding in reduction of the Class Certificate Balance thereof.

  • Permitted Withdrawals from the Collection Account The Servicer may, from time to time, withdraw funds from the Collection Account for the following purposes:

  • Distribution of Excess Contributions If the Advisory Committee determines the Plan fails to satisfy the ADP test for a Plan Year, it must distribute the excess contributions, as adjusted for allocable income, during the next Plan Year. However, the Employer will incur an excise tax equal to 10% of the amount of excess contributions for a Plan Year not distributed to the appropriate Highly Compensated Employees during the first 2 1/2 months of that next Plan Year. The excess contributions are the amount of deferral contributions made by the Highly Compensated Employees which causes the Plan to fail to satisfy the ADP test. The Advisory Committee will distribute to each Highly Compensated Employee his respective share of the excess contributions. The Advisory Committee will determine the respective shares of excess contributions by starting with the Highly Compensated Employee(s) who has the greatest ADP, reducing his ADP (but not below the next highest ADP), then, if necessary, reducing the ADP of the Highly Compensated Employee(s) at the next highest ADP level (including the ADP of the Highly Compensated Employee(s) whose ADP the Advisory Committee already has reduced), and continuing in this manner until the average ADP for the Highly Compensated Group satisfies the ADP test. If the Highly Compensated Employee is part of an aggregated family group, the Advisory Committee, in accordance with the applicable Treasury regulations, will determine each aggregated family member's allocable share of the excess contributions assigned to the family unit.

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