Distribution of Cash. (a) The Partnership shall distribute cash on a quarterly (or, at the election of the General Partner, more frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b). (b) Except for distributions pursuant to Section 5.6 in connection with the dissolution and liquidation of the Partnership and subject to the provisions of Sections 5.2(c), 5.2(d), 5.3 and 5.5, all distributions of cash shall be made (i) first, 100% to the Partners (other than Special Limited Partner) in accordance with their respective Percentage Interests on the Partnership Record Date until the Partners (other than the Special Limited Partner) have received cumulative distributions under this Section 5.2(b) equal to the aggregate Capital Contributions made by the Partners (other than the Special Limited Partner) to the Partnership plus a cumulative, noncompounded pre-tax rate of return thereon of 6.00% per annum, determined by taking into account the dates on which all such Capital Contributions and distributions were made and (ii) second, (A) 85% to the Partners (other than the Special Limited Partner), in accordance with their respective Percentage Interests on the Partnership Record Date and (B) 15% to the Special Limited Partner. In applying this Section 5.2(b), and notwithstanding anything to the contrary above, the amount distributed per Class T Partnership Unit shall be reduced by the allocable share of the Distribution Fees payable by the General Partner with respect to the Class T REIT Shares with respect to such record date (or prior record dates to the extent the aggregate Distribution Fees payable with respect to the prior record dates exceeds the aggregate reduction in distributions with respect to such periods). (c) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 and 3406 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “Defaulting Limited Partner”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “General Partner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(c) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full. (d) In the event that the Partnership issues additional Partnership Units to the General Partner or any Additional Limited Partner pursuant to Article 4 hereof, the General Partner shall make such revisions to this Section 5.2 as it deems necessary to reflect the issuance of such additional Partnership Units.
Appears in 4 contracts
Samples: Limited Partnership Agreement (Rodin Global Property Trust, Inc.), Limited Partnership Agreement (Rodin Global Property Trust, Inc.), Limited Partnership Agreement (NorthStar/RXR New York Metro Real Estate, Inc.)
Distribution of Cash. (a) The Partnership shall may distribute cash on a quarterly (or, at the election of the General Partner, more or less frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b); provided, however, that if a new or existing Partner acquires an additional Partnership Interest in exchange for a Capital Contribution on any date other than a Partnership Record Date, the cash distribution attributable to such additional Partnership Interest relating to the Partnership Record Date next following the issuance of such additional Partnership Interest shall be reduced in the proportion equal to one minus (i) the number of days that such additional Partnership Interest is held by such Partner bears to (ii) the number of days between such Partnership Record Date and the immediately preceding Partnership Record Date.
(b) Except for distributions pursuant to Section 5.6 in connection with an Asset Acquisition Distribution and Section 5.7 in connection with the dissolution and liquidation of the Partnership and subject to the provisions of Sections 5.2(c), 5.2(d), 5.3 5.3, 5.5 and 5.58.5, all distributions of cash shall be made made: (i) first, 100% to the Partners (other than Special Limited Partner) OP Unitholders in accordance with their respective Percentage Interests on the Partnership Record Date until (A) the Partners OP Unitholders (other than the Special Limited General Partner) have received cumulative distributions under this Section 5.2(b) equal to the aggregate Capital Contributions made by the Partners (other than the Special Limited Partner) such OP Unitholders to the Partnership plus a cumulative, noncompounded pre-tax rate of return thereon of 6.006.0% per annum, determined by taking into account the dates on which all such Capital Contributions and distributions were made and (B) the General Partner has received cumulative distributions under this Section 5.2, equal to (1) the aggregate Capital Contributions made by the General Partner to the Partnership; plus (2) the Asset Acquisition Contributions; plus (3) a cumulative, noncompounded pre-tax rate of return on (1) and (2) of 6.0% per annum, determined by taking into account the dates on which all such Capital Contributions, Asset Acquisition Contributions and distributions were made and (ii) second, (A) 85% to the Partners (other than the Special Limited Partner)OP Unitholders, in accordance with their respective Percentage Interests on the Partnership Record Date and (B) 15% to the holder of the Special Limited PartnerOP Units, provided however, notwithstanding the foregoing, in the event that the Special OP Unitholder has received a distribution under the circumstances described in Section 8.5(b)(iv) hereof (a “Special OP Unit Distribution”) and there is a subsequent Termination Event, no further amount shall be distributed to the Special OP Unitholder until the OP Unitholders have collectively received aggregate distributions equal to the sum of (x) the amount such OP Unitholders are entitled to receive pursuant to this Section 5.2(b)(i) plus (y) an amount equal to 85% of (i) the Special OP Unit Distribution divided by (ii) .15. In applying this Section 5.2(b), and notwithstanding anything to the contrary above, the amount distributed per Class T Partnership Unit shall be reduced of any Class may differ from the amount per Partnership Unit of another Class on account of differences in Class-specific expense allocations with respect to REIT Shares as described in the Prospectus (and of corresponding special allocations among Classes of Partnership Units in accordance with Section 5.1(h) hereof) or for other reasons as determined by the allocable share board of directors of the Distribution Fees payable General Partner. Any such differences shall correspond to differences in the amount of distributions per REIT Share for REIT Shares of different Classes, with the same adjustments being made to the amount of distributions per Partnership Unit for Partnership Units of a particular Class as are made to the distributions per REIT Share by the General Partner with respect to the Class T REIT Shares with respect to such record date (or prior record dates to having the extent the aggregate Distribution Fees payable with respect to the prior record dates exceeds the aggregate reduction in distributions with respect to such periods)same Class designation.
(c) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 and 3406 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “Defaulting Limited Partner”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “General Partner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(c) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.
(d) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the event that the Partnership issues additional Partnership Units to the General Partner holder of record of a REIT Share for which all or any Additional Limited Partner pursuant to Article 4 hereof, the General Partner shall make such revisions to this Section 5.2 as it deems necessary to reflect the issuance part of such additional Partnership UnitsUnit has been or will be exchanged.
Appears in 4 contracts
Samples: Limited Partnership Agreement (Hines Global Reit Ii, Inc.), Limited Partnership Agreement (Hines Global Reit Ii, Inc.), Limited Partnership Agreement (Hines Global Reit Ii, Inc.)
Distribution of Cash. (a) The Partnership shall may distribute cash on a quarterly (or, at the election of the General Partner, more or less frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b); provided, however, that if a new or existing Partner acquires an additional Partnership Interest in exchange for a Capital Contribution on any date other than a Partnership Record Date, the cash distribution attributable to such additional Partnership Interest relating to the Partnership Record Date next following the issuance of such additional Partnership Interest shall be reduced in the proportion equal to one minus (i) the number of days that such additional Partnership Interest is held by such Partner bears to (ii) the number of days between such Partnership Record Date and the immediately preceding Partnership Record Date.
(b) Except for distributions pursuant to Section 5.6 of this Agreement in connection with the dissolution and liquidation of the Partnership and subject to the provisions of Sections Section 5.2(c), 5.2(d), 5.3 5.3, 5.5 and 5.58.7 of this Agreement, distributions shall be made in accordance with the following provisions:
(i) all distributions of cash Net Sales Proceeds shall be made made: (iA) first, 100% to the Partners (other than Special Limited Partner) OP Unitholders in accordance with their respective Percentage Interests on the Partnership Record Date until the Partners General Partner (other than the Special Limited Partner) and its shareholders), have received cumulative distributions under this Section 5.2(b) (taking into account the aggregate distributions made pursuant to this Section 5.2(b)(i) and Section 5.2(b)(ii) below), equal to the aggregate Capital Contributions made by the Partners General Partner (other than the Special Limited Partner) and its shareholders), to the Partnership plus a cumulative, noncompounded pre-tax rate of return thereon of 6.006.5% per annum, determined by taking into account the dates on which all such Capital Contributions and distributions were made and (iiB) second, (A1) 85% to the Partners (other than the Special Limited Partner)OP Unitholders, in accordance with their respective Percentage Interests on the Partnership Record Date and (B2) 15% to the Special Limited Partner. In applying this Section 5.2(b), and notwithstanding anything OP Unitholders in accordance with their respective Special Percentage Interests on the Partnership Record Date; and
(ii) all distributions of cash other than Net Sales Proceeds shall be made to the contrary above, OP Unitholders in accordance with their respective Percentage Interests on the amount distributed per Class T Partnership Unit shall be reduced by the allocable share of the Distribution Fees payable by the General Partner with respect to the Class T REIT Shares with respect to such record date (or prior record dates to the extent the aggregate Distribution Fees payable with respect to the prior record dates exceeds the aggregate reduction in distributions with respect to such periods)Record Date.
(c) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 1445 and 3406 1446 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “Defaulting Limited Partner”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “General Partner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(c) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.
(d) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the event that the Partnership issues additional Partnership Units to the General Partner holder of record of a REIT Share for which all or any Additional Limited Partner pursuant to Article 4 hereof, the General Partner shall make such revisions to this Section 5.2 as it deems necessary to reflect the issuance part of such additional Partnership UnitsUnit has been or will be exchanged.
Appears in 4 contracts
Samples: Limited Partnership Agreement (Industrial Income Trust Inc.), Limited Partnership Agreement (Industrial Income Trust Inc.), Limited Partnership Agreement (Industrial Income Trust Inc.)
Distribution of Cash. (a) The Partnership shall distribute cash on a quarterly (or, at the election of the General Partner, more frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b); provided, however, that if a new or existing Partner acquires an additional Partnership Interest in exchange for a Capital Contribution on any date other than a Partnership Record Date, the cash distribution attributable to such additional Partnership Interest relating to the Partnership Record Date next following the issuance of such additional Partnership Interest shall be reduced in the proportion equal to one minus (i) the number of days that such additional Partnership Interest is held by such Partner bears to (ii) the number of days between such Partnership Record Date and the immediately preceding Partnership Record Date.
(b) Except for distributions pursuant to Section 5.6 of this Agreement in connection with the dissolution and liquidation of the Partnership and subject to the provisions of Sections Section 5.2(c), 5.2(d), 5.3 and 5.55.5 of this Agreement, distributions shall be made in accordance with the following provisions:
(i) all distributions of cash Net Sales Proceeds shall be made made: (iA) first, 100% to the Partners (other than Special Limited Partner) OP Unitholders in accordance with their respective Percentage Interests on the Partnership Record Date until the Partners (other than the Special Limited Partner) OP Unitholders have received cumulative distributions under this Section 5.2(b) equal to the aggregate Capital Contributions made by the Partners (other than the Special Limited Partner) OP Unitholders to the Partnership plus a cumulative, noncompounded pre-tax rate of return thereon of 6.006.5% per annum, determined by taking into account the dates on which all such Capital Contributions and distributions were made and (iiB) second, (A1) 85% to the Partners (other than the Special Limited Partner)OP Unitholders, in accordance with their respective Percentage Interests on the Partnership Record Date and (B2) 15% to the Special Limited Partner. In applying this Section 5.2(b), and notwithstanding anything OP Unitholders in accordance with their respective Special Percentage Interests on the Partnership Record Date; and
(ii) all distributions of cash other than Net Sales Proceeds shall be made to the contrary above, OP Unitholders in accordance with their respective Percentage Interests on the amount distributed per Class T Partnership Unit shall be reduced by the allocable share of the Distribution Fees payable by the General Partner with respect to the Class T REIT Shares with respect to such record date (or prior record dates to the extent the aggregate Distribution Fees payable with respect to the prior record dates exceeds the aggregate reduction in distributions with respect to such periods)Record Date.
(c) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 1445 and 3406 1446 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “"Partnership Loan”") from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “"Defaulting Limited Partner”") fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “"General Partner Loan”") to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(c) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.
(d) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the event that the Partnership issues additional Partnership Units to the General Partner holder of record of a REIT Share for which all or any Additional Limited Partner pursuant to Article 4 hereof, the General Partner shall make such revisions to this Section 5.2 as it deems necessary to reflect the issuance part of such additional Partnership UnitsUnit has been or will be exchanged.
Appears in 4 contracts
Samples: Limited Partnership Agreement (Dividend Capital Total Realty Trust Inc.), Limited Partnership Agreement (Dividend Capital Total Realty Trust Inc.), Limited Partnership Agreement (Dividend Capital Total Realty Trust Inc.)
Distribution of Cash. (a) The Partnership shall distribute cash on a quarterly (or, at the election of the General Partner, more frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b); provided, however, that if a new or existing Partner acquires an additional Partnership Interest in exchange for a Capital Contribution on any date other than a Partnership Record Date, the cash distribution attributable to such additional Partnership Interest relating to the Partnership Record Date next following the issuance of such additional Partnership Interest shall be reduced in the proportion equal to one minus (i) the number of days that such additional Partnership Interest is held by such Partner bears to (ii) the number of days between such Partnership Record Date and the immediately preceding Partnership Record Date.
(b) Except for distributions pursuant to Section 5.6 of this Agreement in connection with the dissolution and liquidation of the Partnership and subject to the provisions of Sections Section 5.2(c), 5.2(d), 5.3 and 5.55.5 of this Agreement, distributions shall be made in accordance with the following provisions:
(i) all distributions of cash Net Sales Proceeds shall be made made: (iA) first, 100% to the Partners (other than Special Limited Partner) OP Unitholders in accordance with their respective Percentage Interests on the Partnership Record Date until the Partners (other than the Special Limited Partner) OP Unitholders have received cumulative distributions under this Section 5.2(b) equal to the aggregate Capital Contributions made by the Partners (other than the Special Limited Partner) OP Unitholders to the Partnership plus a cumulative, noncompounded pre-tax rate of return thereon of 6.008.0% per annum, determined by taking into account the dates on which all such Capital Contributions and distributions were made and (iiB) second, (A1) 85% to the Partners (other than the Special Limited Partner)OP Unitholders, in accordance with their respective Percentage Interests on the Partnership Record Date and (B2) 15% to the Special Limited Partner. In applying this Section 5.2(b), and notwithstanding anything OP Unitholders in accordance with their respective Special Percentage Interests on the Partnership Record Date; and
(ii) all distributions of cash other than Net Sales Proceeds shall be made to the contrary above, OP Unitholders in accordance with their respective Percentage Interests on the amount distributed per Class T Partnership Unit shall be reduced by the allocable share of the Distribution Fees payable by the General Partner with respect to the Class T REIT Shares with respect to such record date (or prior record dates to the extent the aggregate Distribution Fees payable with respect to the prior record dates exceeds the aggregate reduction in distributions with respect to such periods)Record Date.
(c) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 1445 and 3406 1446 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “Defaulting Limited Partner”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “General Partner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(c) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.
(d) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the event that the Partnership issues additional Partnership Units to the General Partner holder of record of a REIT Share for which all or any Additional Limited Partner pursuant to Article 4 hereof, the General Partner shall make such revisions to this Section 5.2 as it deems necessary to reflect the issuance part of such additional Partnership UnitsUnit has been or will be exchanged.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Moody National REIT I, Inc.), Limited Partnership Agreement (Moody National REIT I, Inc.), Limited Partnership Agreement (Moody National REIT I, Inc.)
Distribution of Cash. (a) The Partnership shall distribute cash on a quarterly (or, at the election of the General Partner, more frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b)their respective Percentage Interests on the Partnership Record Date; provided, however, that if a new or existing Partner acquires an additional Partnership Interest in exchange for a Capital Contribution on any date other than the next day after a Partnership Record Date, the cash distribution attributable to such additional Partnership Interest relating to the Partnership Record Date next following the issuance of such additional Partnership Interest (or relating to the Partnership Record Date if such Partnership Interest was acquired on a Partnership Record Date) shall be reduced in the proportion to (i) the number of days that such additional Partnership Interest is held by such Partner bears to (ii) the number of days between such Partnership Record Date (including such Partnership Record Date) and the immediately preceding Partnership Record Date.
(b) Except for distributions pursuant to Section 5.6 5.06 of this Agreement in connection with the dissolution and liquidation of the Partnership and subject to the provisions of Sections 5.2(cSection 5.02(c), 5.2(d5.02(d), 5.3 5.03, 5.05, and 5.58.07(b) of this Agreement, all distributions of cash other than Net Sales Proceeds shall be made (i) first, 100% to the Partners (other than Special Limited Partner) in accordance with their respective Percentage Interests on the Partnership Record Date until the Partners (other than the Special Limited Partner) have received cumulative distributions under this Section 5.2(b) equal to the aggregate Capital Contributions made by the Partners (other than the Special Limited Partner) to the Partnership plus a cumulative, noncompounded pre-tax rate of return thereon of 6.00% per annum, determined by taking into account the dates on which all such Capital Contributions and distributions were made and (ii) second, (A) 85% to the Partners (other than the Special Limited Partner), OP Unitholders in accordance with their respective Percentage Interests on the Partnership Record Date and all distributions of Net Sales Proceeds shall be made in accordance with the following provisions:
(Bi) 15First, 100% to the Special Limited Partner. In applying this Section 5.2(b)OP Unitholders in accordance with their respective Percentage Interests on the Partnership Record Date until, and notwithstanding anything to the contrary above, the amount distributed per Class T Partnership Unit shall be reduced by the allocable share of the Distribution Fees payable by the General Partner with respect to the Class T REIT Shares with respect to such record date (or prior record dates to the extent the aggregate Distribution Fees payable with respect to the prior record dates exceeds the aggregate reduction in distributions with respect to such periods).
(c) Notwithstanding any other provision of this Agreementextent, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 and 3406 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution has received cumulative distributions of cash in the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “Defaulting Limited Partner”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “General Partner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(c) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.
(d) In the event that the Partnership issues additional Partnership Units to the General Partner or any Additional Limited Partner pursuant to Article 4 hereof, the General Partner shall make such revisions to this Section 5.2 as it deems necessary to reflect the issuance of such additional Partnership Units.Net Sales Proceeds under this
Appears in 3 contracts
Samples: Limited Partnership Agreement (Wells Timber Real Estate Investment Trust, Inc.), Limited Partnership Agreement (Wells Timber Real Estate Investment Trust, Inc.), Limited Partnership Agreement (Wells Timber Real Estate Investment Trust, Inc.)
Distribution of Cash. (a) The Partnership shall distribute cash on a quarterly (or, at the election of the General Partner, more frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b); provided, however, that if a new or existing Partner acquires an additional Partnership Interest in exchange for a Capital Contribution on any date other than a Partnership Record Date, the cash distribution attributable to such additional Partnership Interest relating to the Partnership Record Date next following the issuance of such additional Partnership Interest shall be reduced in the proportion equal to one minus (i) the number of days that such additional Partnership Interest is held by such Partner bears to (ii) the number of days between such Partnership Record Date and the immediately preceding Partnership Record Date.
(b) Except for distributions pursuant to Section 5.6 of this Agreement in connection with the dissolution and liquidation of the Partnership and subject to the provisions of Sections Section 5.2(c), 5.2(d), 5.3 and 5.55.5 of this Agreement, distributions shall be made in accordance with the following provisions:
(i) all distributions of cash Net Sales Proceeds shall be made made: (iA) first, 100% to the Partners (other than Special Limited Partner) OP Unitholders in accordance with their respective Percentage Interests on the Partnership Record Date until the Partners (other than the Special Limited Partner) OP Unitholders have received cumulative distributions under this Section 5.2(b) equal to the aggregate Capital Contributions made by the Partners (other than the Special Limited Partner) OP Unitholders to the Partnership, less any amounts received in redemption of their Partnership Units, plus a cumulative, noncompounded pre-tax rate of return thereon of 6.007.0% per annum, determined by taking into account the dates on which all such Capital Contributions Contributions, redemptions, and distributions were made and (iiB) second, (A1) 85% to the Partners (other than the Special Limited Partner)OP Unitholders, in accordance with their respective Percentage Interests on the Partnership Record Date and (B2) 15% to the Special Limited Partner. In applying this Section 5.2(b), and notwithstanding anything OP Unitholders in accordance with their respective Special Percentage Interests on the Partnership Record Date; and
(ii) all distributions of cash other than Net Sales Proceeds shall be made to the contrary above, OP Unitholders in accordance with their respective Percentage Interests on the amount distributed per Class T Partnership Unit shall be reduced by the allocable share of the Distribution Fees payable by the General Partner with respect to the Class T REIT Shares with respect to such record date (or prior record dates to the extent the aggregate Distribution Fees payable with respect to the prior record dates exceeds the aggregate reduction in distributions with respect to such periods)Record Date.
(c) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 1445 and 3406 1446 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “Defaulting Limited Partner”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “General Partner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(c) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.
(d) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the event that the Partnership issues additional Partnership Units to the General Partner holder of record of a REIT Share for which all or any Additional Limited Partner pursuant to Article 4 hereof, the General Partner shall make such revisions to this Section 5.2 as it deems necessary to reflect the issuance part of such additional Partnership UnitsUnit has been or will be exchanged.
Appears in 3 contracts
Samples: Limited Partnership Agreement (REITPlus, Inc.), Limited Partnership Agreement (REITPlus, Inc.), Limited Partnership Agreement (REITPlus, Inc.)
Distribution of Cash. (a) The Partnership shall distribute cash on a quarterly (or, at the election of the General Partner, more frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b); provided, however, that if a new or existing Partner acquires an additional Partnership Interest in exchange for a Capital Contribution on any date other than a Partnership Record Date, the cash distribution attributable to such additional Partnership Interest relating to the Partnership Record Date next following the issuance of such additional Partnership Interest shall be reduced in the proportion equal to one minus (i) the number of days that such additional Partnership Interest is held by such Partner bears to (ii) the number of days between such Partnership Record Date and the immediately preceding Partnership Record Date.
(b) Except for distributions pursuant to Section 5.6 of this Agreement in connection with the dissolution and liquidation of the Partnership and subject to the provisions of Sections Section 5.2(c), 5.2(d), 5.3 and 5.55.5 of this Agreement, distributions shall be made in accordance with the following provisions:
(i) all distributions of cash Net Sales Proceeds shall be made made: (iA) first, 100% to the Partners (other than Special Limited Partner) OP Unitholders in accordance with their respective Percentage Interests on the Partnership Record Date until the Partners (other than the Special Limited Partner) OP Unitholders have received cumulative distributions under this Section 5.2(b) equal to the aggregate Capital Contributions made by the Partners (other than the Special Limited Partner) OP Unitholders to the Partnership plus a cumulative, noncompounded pre-tax rate of return thereon of 6.0010.0% per annum, determined by taking into account the dates on which all such Capital Contributions and distributions were made and (iiB) second, (A1) 8585.0% to the Partners (other than the Special Limited Partner)OP Unitholders, in accordance with their respective Percentage Interests on the Partnership Record Date and (B2) 15% to the Special Limited Partner. In applying this Section 5.2(b), and notwithstanding anything OP Unitholders in accordance with their respective Special Percentage Interests on the Partnership Record Date; and
(ii) all distributions of cash other than Net Sales Proceeds shall be made to the contrary above, OP Unitholders in accordance with their respective Percentage Interests on the amount distributed per Class T Partnership Unit shall be reduced by the allocable share of the Distribution Fees payable by the General Partner with respect to the Class T REIT Shares with respect to such record date (or prior record dates to the extent the aggregate Distribution Fees payable with respect to the prior record dates exceeds the aggregate reduction in distributions with respect to such periods)Record Date.
(c) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 1445 and 3406 1446 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “Defaulting Limited Partner”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “General Partner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(c) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.
(d) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the event that the Partnership issues additional Partnership Units to the General Partner holder of record of a REIT Share for which all or any Additional Limited Partner pursuant to Article 4 hereof, the General Partner shall make such revisions to this Section 5.2 as it deems necessary to reflect the issuance part of such additional Partnership UnitsUnit has been or will be exchanged.
Appears in 2 contracts
Samples: Limited Partnership Agreement (TNP Strategic Retail Trust, Inc.), Limited Partnership Agreement (TNP Strategic Retail Trust, Inc.)
Distribution of Cash. (a) The Partnership shall distribute cash on a quarterly (or, at the election of the General Partner, more frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b); provided, however, that if a new or existing Partner acquires an additional Partnership Interest in exchange for a Capital Contribution on any date other than a Partnership Record Date, the cash distribution attributable to such additional Partnership Interest relating to the Partnership Record Date next following the issuance of such additional Partnership Interest shall be reduced in the proportion equal to one minus (i) the number of days that such additional Partnership Interest is held by such Partner bears to (ii) the number of days between such Partnership Record Date and the immediately preceding Partnership Record Date.
(b) Except for distributions pursuant to Section 5.6 of this Agreement in connection with the dissolution and liquidation of the Partnership and subject to the provisions of Sections Section 5.2(c), 5.2(d), 5.3 and 5.55.5 of this Agreement, distributions shall be made in accordance with the following provisions:
(i) all distributions of cash Net Sales Proceeds shall be made made: (iA) first, 100% to the Partners (other than Special Limited Partner) OP Unitholders in accordance with their respective Percentage Interests on the Partnership Record Date until the Partners (other than the Special Limited Partner) OP Unitholders have received cumulative distributions under this Section 5.2(b) equal to the aggregate Capital Contributions made by the Partners (other than the Special Limited Partner) OP Unitholders to the Partnership plus a cumulative, noncompounded pre-tax rate of return thereon of 6.006.5% per annum, determined by taking into account the dates on which all such Capital Contributions and distributions were made and (iiB) second, (A1) 85% to the Partners (other than the Special Limited Partner)OP Unitholders, in accordance with their respective Percentage Interests on the Partnership Record Date and (B2) 15% to the Special Limited Partner. In applying this Section 5.2(b), and notwithstanding anything OP Unitholders in accordance with their respective Special Percentage Interests on the Partnership Record Date; and
(ii) all distributions of cash other than Net Sales Proceeds shall be made to the contrary above, OP Unitholders in accordance with their respective Percentage Interests on the amount distributed per Class T Partnership Unit shall be reduced by the allocable share of the Distribution Fees payable by the General Partner with respect to the Class T REIT Shares with respect to such record date (or prior record dates to the extent the aggregate Distribution Fees payable with respect to the prior record dates exceeds the aggregate reduction in distributions with respect to such periods)Record Date.
(c) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 1445 and 3406 1446 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “Defaulting Limited Partner”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “General Partner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(c) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.
(d) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the event that the Partnership issues additional Partnership Units to the General Partner holder of record of a REIT Share for which all or any Additional Limited Partner pursuant to Article 4 hereof, the General Partner shall make such revisions to this Section 5.2 as it deems necessary to reflect the issuance part of such additional Partnership UnitsUnit has been or will be exchanged.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Dividend Capital Total Realty Trust Inc.), Limited Partnership Agreement (Green Realty Trust, Inc.)
Distribution of Cash. (a) The Partnership shall distribute cash on a quarterly (or, at the election of the General Partner, more frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b5.02(b); provided, however, that if a new or existing Partner acquires an additional Partnership Interest in exchange for a Capital Contribution on any date other than the next day after a Partnership Record Date, the cash distribution attributable to such additional Partnership Interest relating to the Partnership Record Date next following the issuance of such additional Partnership Interest (or relating to the Partnership Record Date if such Partnership Interest was acquired on a Partnership Record Date) shall be reduced in the proportion to (i) the number of days that such additional Partnership Interest is held by such Partner bears to (ii) the number of days between such Partnership Record Date (including such Partnership Record Date) and the immediately preceding Partnership Record Date.
(b) Except for distributions pursuant to Section 5.6 5.06 of this Agreement in connection with the dissolution and liquidation of the Partnership and subject to the provisions of Sections 5.2(cSection 5.02(c), 5.2(d5.02(d), 5.3 5.03, 5.05, and 5.58.07(b) of this Agreement, all distributions of cash shall be made in accordance with the following provisions:
(i) any distribution of amounts other than Net Sales Proceeds, (A) first, 100% to the Partners General Partner until the General Partner has been distributed an aggregate amount pursuant to this Section 5.02(b)(i)(A) and Section 5.02(b)(ii)(A) equal to the sum of the Series A Preferred Partnership Unit Priority Distribution and the Series B Preferred Partnership Unit Priority Distribution and (other than Special Limited PartnerB) second, to the OP Unitholders in accordance with their respective Percentage Interests on the Partnership Record Date.
(ii) any distribution of Net Sales Proceeds (A) first, 100% to the General Partner until the General Partner has been distributed an aggregate amount pursuant to this Section 5.02(b)(ii)(A) and Section 5.02(b)(i)(A) equal to the sum of the Series A Preferred Partnership Unit Priority Distribution and the Series B Preferred Partnership Unit Priority Distribution; (B) second, 100% to the OP Unitholders in accordance with their respective Percentage Interests on the Partnership Record Date until the Partners (other than the Special Limited Partner) OP Unitholders have received cumulative distributions under this Section 5.2(b5.02(b) with respect to their Common Partnership Units equal to the aggregate Capital Contributions (excluding any Capital Contributions made with respect to any Preferred Partnership Units) made by the Partners OP Unitholders to the Partnership (less any amounts received in redemption of their Partnership Interests other than the Special Limited Partnerredemption of any portion of any Partnership Interest that relates to any Preferred Partnership Units) to the Partnership plus a cumulative, noncompounded pre-tax rate of return thereon of 6.007.0% per annum, determined by taking into account the dates on which all such Capital Contributions Contributions, distributions and distributions redemptions were made and (iiC) secondthird, (A1) 85% to the Partners (other than the Special Limited Partner)OP Unitholders, in accordance with their respective Percentage Interests on the Partnership Record Date and (B2) 15% to the Special Limited OP Unitholders in accordance with their respective Special Percentage Interest on the Partnership Record Date;
(iii) notwithstanding anything to the contrary, the Partnership shall cause to be distributed to the General Partner an amount that in the aggregate is equal to the aggregate amount necessary to redeem any Series A Preferred Stock or Series B Preferred Stock of the General Partner which have been called for redemption by the General Partner. In applying this Section 5.2(b), at such time as is necessary to facilitate any such redemption and such distribution will cause a redemption of a like number of Series A Preferred Partnership Units or Series B Preferred Partnership Units, as the case may be; and
(iv) notwithstanding anything to the contrary abovein Section 5.02(b)(i) or Section 5.02(b)(ii), the amount distributed per Class T Partnership Unit shall be reduced by the allocable share of the Distribution Fees payable by with respect to any distribution that is not a distribution in liquidation pursuant to Section 5.06, the General Partner with respect may at any time and from time to the Class T REIT Shares with respect time elect to such record date (not distribute any amount under Section 5.02(b)(i)(A) or prior record dates to the extent the aggregate Distribution Fees payable with respect to the prior record dates exceeds the aggregate reduction in distributions with respect to such periodsSection 5.02(b)(ii)(A), as applicable, and instead make a distribution under Section 5.02(b)(i) or Section 5.02(b)(ii), as applicable, as if Section 5.02(b)(i)(A) or Section 5.02(b)(ii)(A), as applicable, was not within Section 5.02(b)(i) or Section 5.02(b)(ii), as applicable.
(c) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 1445 and 3406 1446 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any the Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “Defaulting Limited Partner”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) 15 days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “General Partner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(c5.02(c) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.
(d) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash dividend as the event that the Partnership issues additional Partnership Units to the General Partner holder of record of a REIT Share for which all or any Additional Limited Partner pursuant to Article 4 hereof, the General Partner shall make such revisions to this Section 5.2 as it deems necessary to reflect the issuance part of such additional Partnership UnitsUnit has been or will be exchanged.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Wells Timberland REIT, Inc.), Limited Partnership Agreement (Wells Timberland REIT, Inc.)
Distribution of Cash. (a) The Partnership shall may distribute cash on a quarterly (or, at the election of the General Partner, more or less frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b); provided, however, that if a new or existing Partner acquires an additional Partnership Interest in exchange for a Capital Contribution on any date other than a Partnership Record Date, the cash distribution attributable to such additional Partnership Interest relating to the Partnership Record Date next following the issuance of such additional Partnership Interest shall be reduced in the proportion equal to one minus (i) the number of days that such additional Partnership Interest is held by such Partner bears to (ii) the number of days between such Partnership Record Date and the immediately preceding Partnership Record Date.
(b) Except for distributions pursuant to Section 5.6 of this Agreement in connection with the dissolution and liquidation of the Partnership and subject to the provisions of Sections 5.2(c), 5.2(d), 5.3 5.3, 5.5 and 5.58.5 of this Agreement, all distributions of cash shall be made made: (i) first, 100% to the Partners (other than Special Limited Partner) OP Unitholders in accordance with their respective Percentage Interests on the Partnership Record Date until the Partners (other than the Special Limited Partner) OP Unitholders have received cumulative distributions under this Section 5.2(b) equal to the aggregate Capital Contributions made by the Partners (other than the Special Limited Partner) OP Unitholders to the Partnership plus a cumulative, noncompounded pre-tax rate of return thereon of 6.008.0% per annum, determined by taking into account the dates on which all such Capital Contributions and distributions were made and (ii) second, (A) 85% to the Partners (other than the Special Limited Partner)OP Unitholders, in accordance with their respective Percentage Interests on the Partnership Record Date and (B) 15% to the holder of the Special Limited Partner. In applying OP Units, provided however, notwithstanding the foregoing, in the event that the Special OP Unitholder has received a distribution under the circumstances described in Section 8.5(b)(iv) hereof (a “Special OP Unit Distribution”) and there is a subsequent Termination Event, no further amount shall be distributed to the Special OP Unitholder until the OP Unitholders, have collectively received aggregate distributions equal to the sum of (x) the amount such OP Unitholders are entitled to receive pursuant to this Section 5.2(b), and notwithstanding anything 5.2(b)(i) plus (y) an amount equal to 85% of (i) the contrary above, the amount distributed per Class T Partnership Special OP Unit shall be reduced Distribution divided by the allocable share of the Distribution Fees payable by the General Partner with respect to the Class T REIT Shares with respect to such record date (or prior record dates to the extent the aggregate Distribution Fees payable with respect to the prior record dates exceeds the aggregate reduction in distributions with respect to such periods)ii) .15.
(c) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 1445 and 3406 1446 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “Defaulting Limited Partner”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “General Partner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(c) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.
(d) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the event that the Partnership issues additional Partnership Units to the General Partner holder of record of a REIT Share for which all or any Additional Limited Partner pursuant to Article 4 hereof, the General Partner shall make such revisions to this Section 5.2 as it deems necessary to reflect the issuance part of such additional Partnership UnitsUnit has been or will be exchanged.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Hines Global REIT, Inc.), Limited Partnership Agreement (Hines Global REIT, Inc.)
Distribution of Cash. (a) The Partnership shall may distribute cash on a quarterly (or, at the election of the General Partner, more or less frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b).
(b) Except for distributions pursuant to Section 5.6 of this Agreement in connection with the dissolution and liquidation of the Partnership and subject to the provisions of Sections 5.2(c), 5.2(d), 5.3 5.3, 5.5 and 5.58.7 of this Agreement, distributions shall be made in accordance with the following provisions:
(i) all distributions of cash Net Sales Proceeds shall be made made: (iA) first, 100% to the Partners (other than Special Limited Partner) OP Unitholders in accordance with their respective Percentage Interests on the Partnership Record Date provided that the aggregate distributions made hereunder to the Class T Unitholders shall be reduced by the aggregate Distribution Fee payable by the General Partner with respect to Class T REIT Shares with respect to such Record Date to the extent the aggregate reduction made under Section 5.2(b)(ii) below with respect to such Record Date is less than the Distribution Fee payable with respect to such date, until the Partners General Partner (other than the Special Limited Partner) and its shareholders), have received cumulative distributions under this Section 5.2(b) (taking into account the aggregate distributions made pursuant to this Section 5.2(b)(i) and Section 5.2(b)(ii) below), equal to the aggregate Capital Contributions made by the Partners General Partner (other than the Special Limited Partner) and its shareholders), to the Partnership plus a cumulative, noncompounded pre-tax rate of return thereon of 6.006.0% per annum, determined by taking into account the dates on which all such Capital Contributions and distributions were made and (iiB) second, (A1) 85% to the Partners (other than the Special Limited Partner)OP Unitholders, in accordance with their respective Percentage Interests on the Partnership Record Date and (B2) 15% to the Special Limited PartnerOP Unitholders in accordance with their respective Special Percentage Interests on the Partnership Record Date; and
(ii) all distributions of cash other than Net Sales Proceeds shall be made to the OP Unitholders in accordance with their respective Percentage Interests on the Partnership Record Date, provided that the aggregate distribution made hereunder to Class T Unitholders shall be reduced by the aggregate Distribution Fee payable by the General Partner with respect to Class T REIT Shares with respect to such Record Date. In applying this Section 5.2(b), and notwithstanding anything to the contrary above, the amount distributed per Class T Partnership Unit shall be reduced of any Class may differ from the amount per Partnership Unit of another Class on account of differences in Class-specific expense allocations with respect to REIT Shares as described in the Prospectus (and of corresponding special allocations among Classes of Partnership Units in accordance with Section 5.1(h) hereof) or for other reasons as determined by the allocable share board of directors of the Distribution Fees payable General Partner. Any such differences shall correspond to differences in the amount of distributions per REIT Share for REIT Shares of different Classes, with the same adjustments being made to the amount of distributions per Partnership Unit for Partnership Units of a particular Class as are made to the distributions per REIT Share by the General Partner with respect to the Class T REIT Shares with respect to such record date (or prior record dates to having the extent the aggregate Distribution Fees payable with respect to the prior record dates exceeds the aggregate reduction in distributions with respect to such periods)same Class designation.
(c) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 1445 and 3406 1446 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “Defaulting Limited Partner”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “General Partner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(c) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.
(d) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the event that the Partnership issues additional Partnership Units to the General Partner holder of record of a REIT Share for which all or any Additional Limited Partner pursuant to Article 4 hereof, the General Partner shall make such revisions to this Section 5.2 as it deems necessary to reflect the issuance part of such additional Partnership UnitsUnit has been or will be exchanged.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Logistics Property Trust Inc.), Limited Partnership Agreement (Logistics Property Trust Inc.)
Distribution of Cash. (a) The Partnership shall may distribute cash on a quarterly (or, at the election of the General Partner, more or less frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b).
(b) Except for distributions pursuant to Section 5.6 of this Agreement in connection with the dissolution and liquidation of the Partnership and subject to the provisions of Sections 5.2(c), 5.2(d), 5.3 5.3, 5.5 and 5.58.7 of this Agreement, distributions shall be made in accordance with the following provisions:
(i) all distributions of cash Net Sales Proceeds shall be made made: (iA) first, 100% to the Partners (other than Special Limited Partner) OP Unitholders in accordance with their respective Percentage Interests on the Partnership Record Date provided that the aggregate distributions made hereunder to the Class T Unitholders and the Class W Unitholders shall be reduced by the respective aggregate Distribution Fee payable by the General Partner with respect to the Class T REIT Shares and the Class W REIT Shares with respect to such Record Date to the extent the aggregate reduction made under Section 5.2(b)(ii) below with respect to such Record Date is less than the Distribution Fee payable with respect to such date, until the Partners General Partner (other than the Special Limited Partner) and its shareholders), have received cumulative distributions under this Section 5.2(b) (taking into account the aggregate distributions made pursuant to this Section 5.2(b)(i) and Section 5.2(b)(ii) below), equal to the aggregate Capital Contributions made by the Partners General Partner (other than the Special Limited Partner) and its shareholders), to the Partnership plus a cumulative, noncompounded pre-tax rate of return thereon of 6.006.0% per annum, determined by taking into account the dates on which all such Capital Contributions and distributions were made and (iiB) second, (A1) 85% to the Partners (other than the Special Limited Partner)OP Unitholders, in accordance with their respective Percentage Interests on the Partnership Record Date and (B2) 15% to the Special Limited PartnerOP Unitholders in accordance with their respective Special Percentage Interests on the Partnership Record Date; and
(ii) all distributions of cash other than Net Sales Proceeds shall be made to the OP Unitholders in accordance with their respective Percentage Interests on the Partnership Record Date, provided that the aggregate distribution made hereunder to the Class T Unitholders and the Class W Unitholders shall be reduced by the respective aggregate Distribution Fee payable by the General Partner with respect to Class T REIT Shares and Class W REIT Shares with respect to such Record Date. In applying this Section 5.2(b), and notwithstanding anything to the contrary above, the amount distributed per Class T Partnership Unit shall be reduced of any Class may differ from the amount per Partnership Unit of another Class on account of differences in Class-specific expense allocations with respect to REIT Shares as described in the Prospectus (and of corresponding special allocations among Classes of Partnership Units in accordance with Section 5.1(h) hereof) or for other reasons as determined by the allocable share board of directors of the Distribution Fees payable General Partner. Any such differences shall correspond to differences in the amount of distributions per REIT Share for REIT Shares of different Classes, with the same adjustments being made to the amount of distributions per Partnership Unit for Partnership Units of a particular Class as are made to the distributions per REIT Share by the General Partner with respect to the Class T REIT Shares with respect to such record date (or prior record dates to having the extent the aggregate Distribution Fees payable with respect to the prior record dates exceeds the aggregate reduction in distributions with respect to such periods)same Class designation.
(c) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 1445 and 3406 1446 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “Defaulting Limited Partner”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “General Partner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(c) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.
(d) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the event that the Partnership issues additional Partnership Units to the General Partner holder of record of a REIT Share for which all or any Additional Limited Partner pursuant to Article 4 hereof, the General Partner shall make such revisions to this Section 5.2 as it deems necessary to reflect the issuance part of such additional Partnership UnitsUnit has been or will be exchanged.
Appears in 1 contract
Samples: Limited Partnership Agreement (Industrial Logistics Realty Trust Inc.)
Distribution of Cash. (a) The 6.1.1 Subject to the other provisions in this Section 6.1, the Partnership shall distribute cash (or Property or Partnership Interests) on a quarterly monthly (or, at the election of the General Partner, more or less frequent) basis, in an amount determined by the General Partner as set forth in its sole and absolute discretion, this Section 6.
6.1.2 The Partnership shall make distributions to the Partners who are Partners on the Partnership Record Date with respect to such quarter month (or other distribution period) in accordance with Section 5.2(b)6.1.1; provided, however, that if a new or existing Partner acquires an additional Partnership Interest in exchange for a Capital Contribution on any date other than the day after the Partnership Record Date, the cash distribution attributable to such additional Partnership Interest relating to the Partnership Record Date next following the issuance of such additional Partnership Interest shall be adjusted in proportion to (i) the number of days that such additional Partnership Interest is held by such Partner bears to (ii) the number of days between such Partnership Record Date and the immediately preceding Partnership Record Date.
(b) 6.1.3 Except for distributions pursuant to Section 5.6 6.10 of this Agreement in connection with the dissolution and liquidation of the Partnership and subject to the provisions of Sections 5.2(c)6.1.2, 5.2(d)6.2, 5.3 6.3, 6.4, 6.5 and 5.56.6 of this Agreement, all distributions of cash shall be made (i) first, 100% to the Partners (other than Special Limited Partner) holders of Participating Partnership Units in accordance with their respective Percentage Interests on Interests; provided, however, that (i) the Partnership Record Date until holders of the Partners (other than the Special Series GO Limited Partner) have received cumulative Units will not receive any distributions under this Section 5.2(b) equal to the aggregate Capital Contributions made by the Partners (other than the Special until such Series GO Limited Partner) to the Partnership plus a cumulative, noncompounded pre-tax rate of return thereon of 6.00% per annum, determined by taking into account the dates on which all such Capital Contributions and distributions were made Units have been held for at least 18 months and (ii) second, (A) 85distributions made to holders of the Interval Units shall be 86% of the distributions made to the Partners (other than the Special Limited Partner), in accordance with their respective Percentage Interests on the Partnership Record Date and (B) 15% to the Special Limited Partner. In applying this Section 5.2(b), and notwithstanding anything to the contrary above, the amount distributed per Class T Participating Partnership Unit shall be reduced by the allocable share of the Distribution Fees payable by the General Partner with respect to the Class T REIT Shares with respect to such record date (or prior record dates to the extent the aggregate Distribution Fees payable with respect to the prior record dates exceeds the aggregate reduction in distributions with respect to such periods)holders.
(c) Notwithstanding any other provision of this Agreement, the General 6.1.4 In no event may a Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 and 3406 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as receive a distribution of cash in the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions a Partnership Unit if such Partner is entitled to receive a cash distribution as the applicable Partner holder of record of a REIT Share for which all or assignee. In the event that a Limited Partner (a “Defaulting Limited Partner”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf part of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “General Partner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan Unit has been paid in full, and any such distributions so received by the General Partner shall or will be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(c) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in fullexchanged.
(d) In the event that the Partnership issues additional Partnership Units to the General Partner or any Additional Limited Partner pursuant to Article 4 hereof, the General Partner shall make such revisions to this Section 5.2 as it deems necessary to reflect the issuance of such additional Partnership Units.
Appears in 1 contract
Samples: Limited Partnership Agreement (Lodging Fund REIT III, Inc.)
Distribution of Cash. (a) The Partnership General Partner shall distribute cash be required make distributions of Available Cash pursuant to Sections 5.02(a)(i), 5.02(a)(ii) and 5.02(a)(iii) on a quarterly (or, at the election of the General Partner, more frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, basis to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b).
(b) Except for . The amount and frequency of the distributions of Available Cash pursuant to Section 5.6 5.02(a)(iv) shall be determined by the General Partner in connection with the dissolution and liquidation of the Partnership and subject its sole discretion. Available Cash shall be distributed to the provisions Partners in the following order of Sections 5.2(c), 5.2(d), 5.3 and 5.5, all distributions of cash shall be made priority:
(i) firstFirst, 100% to the Partners (other than Special Limited Partner) Outside Partners, in accordance with proportion to their respective Percentage Interests on the Partnership Record Date Date, until each Outside Partner has received an amount equal to its Dividend Equivalent for such quarter (or other distribution period);
(ii) Second, to the Partners (other than UDR Partners, in proportion to their respective Percentage Interests on the Special Limited Partner) have Partnership Record Date, until each UDR Partner has received cumulative distributions under this Section 5.2(b) an amount equal to the aggregate Capital Contributions made by the Partners (other than the Special Limited Partner) to the Partnership plus a cumulativeexcess, noncompounded pre-tax rate if any, of return thereon of 6.00% per annum, determined by taking into account the dates on which all such Capital Contributions and distributions were made and (ii) second, (A) 85% the amount that such UDR Partner would have received pursuant to Sections 5.02(a)(iii) and 5.02(a)(iv) in the absence of Section 5.02(a)(i) and this Section 5.02(a)(ii) from the date of this Agreement to the Partners end of the period to which the distribution relates (other than assuming that distributions under Section 5.02(a)(iv), like the Special Limited Partnerdistributions under Sections 5.02(a)(i) through 5.02(a)(iii), were required to be made on a quarterly or more frequent basis), over (B) the sum of all prior distributions to such UDR Partner pursuant to this Section 5.02(a)(ii), Section 5.02(a)(iii) and Section 5.02(a)(iv);
(iii) Third, to the Partners, in accordance with their respective Percentage Interests on the Partnership Record Date and Date, until each Outside Partner has received an amount equal to the excess, if any, of (A) the amount equal to its Dividend Equivalent from the date of this Agreement to the end of the period to which the distribution relates, over (B) 15% the sum of all prior distributions to such Outside Partner pursuant to Section 5.02(a)(i) and this Section 5.02(a)(iii); and
(iv) Thereafter, to the Special Limited PartnerPartners in accordance with their respective Percentage Interests on the Partnership Record Date. In applying this Section 5.2(b), The amount and notwithstanding anything to the contrary above, the amount distributed per Class T Partnership Unit frequency of distributions of any cash other than Available Cash shall be reduced by the allocable share of the Distribution Fees payable determined by the General Partner with respect in its sole discretion and, if distributed, such cash shall be distributed to the Class T REIT Shares Partners in accordance with respect this Section 5.02(a). If a new or existing Partner acquires an additional Partnership Interest in exchange for a Capital Contribution on any date other than a Partnership Record Date, the cash distribution attributable to such record date (or prior record dates additional Partnership Interest for the Partnership Record Date following the issuance of such additional Partnership Interest shall be reduced in the proportion that the number of days that such additional Partnership Interest is held by such Partner bears to the extent number of days between such Partnership Record Date and the aggregate Distribution Fees payable with respect to the prior record dates exceeds the aggregate reduction in distributions with respect to such periods)immediately preceding Partnership Record Date.
(cb) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 and 3406 1446 of the Code. To the extent that If the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any a Partner or its assignee (including by reason of Section 1446 of the Code), either (i) and if the actual amount to be distributed to the Partner (the "Distributable Amount") equals or exceeds the amount required to be withheld by the PartnershipPartnership (the "Withheld Amount"), the amount withheld Withheld Amount shall be treated as a distribution of cash in the amount of such withholding to such Partner. If, or (ii) if however, the actual Distributable Amount is less than the Withheld Amount, no amount to shall be distributed to the Partner is less than the amount required to be withheld by the PartnershipPartner, the actual amount Distributable Amount shall be treated as a distribution of cash in the amount of to such withholding Partner, and the additional amount required to be withheld excess of the Withheld Amount over the Distributable Amount shall be treated as a loan (a “"Partnership Loan”") from the Partnership to the Partner on the day the Partnership pays over such amount excess to a taxing authority. A Partnership Loan shall may be repaid repaid, at the election of the General Partner in its sole and absolute discretion, either (i) through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that , or (ii) at any time more than twelve (12) months after a Limited Partner (Partnership Loan arises, by cancellation of Partnership Units with a “Defaulting Limited Partner”) fails to pay any amount owed value equal to the Partnership with respect to unpaid balance of the Partnership Loan within fifteen (15) days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “General Partner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partnerincluding accrued interest). Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(c5.02(b) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street JournalJournal (or an equivalent successor publication), or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.
(dc) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash dividend as the event that the Partnership issues additional Partnership Units to the General Partner holder of record of a REIT Share for which all or any Additional Limited Partner pursuant to Article 4 hereof, the General Partner shall make such revisions to this Section 5.2 as it deems necessary to reflect the issuance part of such additional Partnership UnitsUnit has been or will be exchanged.
Appears in 1 contract
Samples: Limited Partnership Agreement (United Dominion Realty Trust Inc)
Distribution of Cash. (a) The Partnership shall distribute cash on a quarterly (or, at the election of the General Partner, more frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b)their respective Percentage Interests on the Partnership Record Date; provided, however, that if a new or existing Partner acquires an additional Partnership Interest in exchange for a Capital Contribution on any date other than the next day after a Partnership Record Date, the cash distribution attributable to such additional Partnership Interest relating to the Partnership Record Date next following the issuance of such additional Partnership Interest (or relating to the Partnership Record Date if such Partnership Interest was acquired on a Partnership Record Date) shall be reduced in the proportion to (i) the number of days that such additional Partnership Interest is held by such Partner bears to (ii) the number of days between such Partnership Record Date (including such Partnership Record Date) and the immediately preceding Partnership Record Date.
(b) Except for distributions pursuant to Section 5.6 5.06 of this Agreement in connection with the dissolution and liquidation of the Partnership and subject to the provisions of Sections 5.2(cSection 5.02(c), 5.2(d5.02(d), 5.3 5.03, 5.05, and 5.58.07(b) of this Agreement, all distributions of cash other than Net Sales Proceeds shall be made to the OP Unitholders in accordance with their respective Percentage Interests on the Partnership Record Date and all distributions of Net Sales Proceeds shall be made in accordance with the following provisions:
(i) (A) first, 100% to the Partners (other than Special Limited Partner) OP Unitholders in accordance with their respective Percentage Interests on the Partnership Record Date until the Partners (other than the Special Limited Partner) OP Unitholders have received cumulative distributions under this Section 5.2(b5.02(b) equal to the aggregate Capital Contributions made by the Partners (other than the Special Limited Partner) OP Unitholders to the Partnership (less any amounts received in redemption of their Partnership Interests) plus a cumulative, noncompounded pre-tax rate of return thereon of 6.007.0% per annum, determined by taking into account the dates on which all such Capital Contributions Contributions, distributions and distributions redemptions were made and (iiB) second, (A1) 85% to the Partners (other than the Special Limited Partner)OP Unitholders, in accordance with their respective Percentage Interests on the Partnership Record Date and (B2) 15% to the Special Limited Partner. In applying this Section 5.2(b), and notwithstanding anything to OP Unitholders in accordance with their respective Special Percentage Interest on the contrary above, the amount distributed per Class T Partnership Unit shall be reduced by the allocable share of the Distribution Fees payable by the General Partner with respect to the Class T REIT Shares with respect to such record date (or prior record dates to the extent the aggregate Distribution Fees payable with respect to the prior record dates exceeds the aggregate reduction in distributions with respect to such periods)Record Date.
(c) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 1445 and 3406 1446 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any the Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “"Partnership Loan”") from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “"Defaulting Limited Partner”") fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) 15 days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “"General Partner Loan”") to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(c5.02(c) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.
(d) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash dividend as the event that the Partnership issues additional Partnership Units to the General Partner holder of record of a REIT Share for which all or any Additional Limited Partner pursuant to Article 4 hereof, the General Partner shall make such revisions to this Section 5.2 as it deems necessary to reflect the issuance part of such additional Partnership UnitsUnit has been or will be exchanged.
Appears in 1 contract
Samples: Limited Partnership Agreement (Wells Timberland REIT, Inc.)
Distribution of Cash. (a) The Partnership shall distribute cash on a quarterly (or, at the election of the General Partner, more frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b)their respective Percentage Interests on the Partnership Record Date; provided, however, that if a new or existing Partner acquires an additional Partnership Interest in exchange for a Capital Contribution on any date other than the next day after a Partnership Record Date, the cash distribution attributable to such additional Partnership Interest relating to the Partnership Record Date next following the issuance of such additional Partnership Interest (or relating to the Partnership Record Date if such Partnership Interest was acquired on a Partnership Record Date) shall be reduced in the proportion to (i) the number of days that such additional Partnership Interest is held by such Partner bears to (ii) the number of days between such Partnership Record Date (including such Partnership Record Date) and the immediately preceding Partnership Record Date.
(b) Except for distributions pursuant to Section 5.6 5.06 of this Agreement in connection with the dissolution and liquidation of the Partnership and subject to the provisions of Sections 5.2(cSection 5.02(c), 5.2(d5.02(d), 5.3 5.03, 5.05, and 5.58.07(b) of this Agreement, all distributions of cash other than Net Sales Proceeds shall be made to the OP Unitholders in accordance with their respective Percentage Interests on the Partnership Record Date, and all distributions of Net Sales Proceeds shall be made in accordance with the following provisions:
(i) firstFirst, 100% to the Partners (other than Special Limited Partner) OP Unitholders in accordance with their respective Percentage Interests on the Partnership Record Date until until, and to the Partners (other than extent, the Special Limited Partner) have General Partner has received cumulative distributions of cash and Net Sales Proceeds under this Section 5.2(b5.02 (including the proposed distribution) equal to the aggregate Capital Contributions made by the Partners (other than the Special Limited Partner) to the Partnership Unrecovered Contribution Account plus a cumulative, noncompounded pre-tax rate 7.0% Return as of return thereon of 6.00% per annum, determined by taking into account the dates on which all such Capital Contributions and distributions were made and determination date.
(ii) second, Second:
(A) 85% After the General Partner has received cumulative distributions of cash and Net Sales Proceeds under this Section 5.02 (including the proposed distribution) equal to the Partners Unrecovered Contribution Account and more than a 7.0% Return but less than an 8% Return as of such determination date, such distributions of Net Sales Proceeds shall be made, on one hand, to the OP Unitholders (other than the Special Limited Partner), in accordance with proportion to their respective Percentage Interests on the Partnership Record Date Date) such that they would have received 90% of the cumulative distributions of Net Sales Proceeds under this Section 5.02(b) (including the proposed distribution), and on the other hand to the Special OP Unitholders (in proportion to their respective Special Percentage Interests on the Partnership Record Date) such that they would have received 10% of the cumulative distributions of Net Sales Proceeds under this Section 5.02(b) (including the proposed distribution); or
(B) 15After the General Partner has received cumulative distributions of cash and Net Sales Proceeds under this Section 5.02 (including the proposed distribution) equal to the Unrecovered Contribution Account plus an 8% Return as of such determination date, such distributions of Net Sales Proceeds shall be made, on one hand, to the OP Unitholders (in proportion to their respective Percentage Interests on the Partnership Record Date) such that they would have received 80% of the cumulative distributions of Net Sales Proceeds under this Section 5.02(b) (including the proposed distribution), and on the other hand to the Special Limited Partner. In applying OP Unitholders (in proportion to their respective Special Percentage Interests on the Partnership Record Date) such that they would have received 20% of the cumulative distributions of Net Sales Proceeds under this Section 5.2(b), and notwithstanding anything to 5.02(b) (including the contrary above, the amount distributed per Class T Partnership Unit shall be reduced by the allocable share of the Distribution Fees payable by the General Partner with respect to the Class T REIT Shares with respect to such record date (or prior record dates to the extent the aggregate Distribution Fees payable with respect to the prior record dates exceeds the aggregate reduction in distributions with respect to such periodsproposed distribution).
(c) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 1445 and 3406 1446 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any the Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “Defaulting Limited Partner”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) 15 days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “General Partner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(c5.02(c) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.
(d) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash dividend as the event that the Partnership issues additional Partnership Units to the General Partner holder of record of a REIT Share for which all or any Additional Limited Partner pursuant to Article 4 hereof, the General Partner shall make such revisions to this Section 5.2 as it deems necessary to reflect the issuance part of such additional Partnership UnitsUnit has been or will be exchanged.
Appears in 1 contract
Samples: Limited Partnership Agreement (Wells Timber Real Estate Investment Trust, Inc.)
Distribution of Cash. (a) The Partnership Except as provided in Section 5.06, the General Partner shall distribute cash be required to make distributions of Available Cash pursuant to Sections 5.02(a)(i), 5.02(a)(ii), 5.02(a)(iii) and 5.02(a)(iv) on a quarterly (or, at the election of the General Partner, more frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, basis to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period). The amount and frequency of the distributions of Available Cash pursuant to section 5.02(a)(v) shall be determined by the General Partner in its sole discretion. Available Cash shall be distributed to the Partners in the following order of priority:
(i) First, to the Class A Partners until the Cross Over Date, in an amount sufficient to provide each Class A Partner its Preferred Return from the date of the first issuance of Class A Partnership Units through the date of the distribution less any prior distributions to the Class A Partners pursuant to this Section 5.01(a)(i); provided that if the Partnership does not have sufficient funds to distribute to provide each Class A Partner with its Preferred Return, distributions pursuant to this Section 5.02(a)(i) shall be made pro rata to the Class A Partners in accordance with the amount otherwise due to each Class A Partner under this Section 5.2(b5.02(a)(i).;
(bii) Except Second, to the Outside Partners (which shall exclude the Class A Partners prior to the Cross Over Date, but shall include the Class A Partners, other than Class A Partners that are also UDR Partners, on and after the Cross Over Date) in proportion to their respective Percentage Interests on the Partnership Record Date, until each Outside Partner has received an amount equal to its Dividend Equivalent for distributions such quarter (or other distribution period);
(iii) Third, to the UDR Partners, other than, prior to the Cross Over Date, UDR Partners who are also Class A Partners, in proportion to their respective Percentage Interests on the Partnership Record Date, until each UDR Partner has received an amount equal to the excess, if any, of (A) the amount that such UDR Partner would have received pursuant to Sections 5.02(a)(iv) and 5.02(a)(v) in the absence of Section 5.6 in connection with 5.02(a)(ii) and this Section 5.02(a)(iii) from the dissolution and liquidation date of this Agreement to the end of the Partnership and subject period to which the provisions of Sections 5.2(cdistribution relates (assuming that distributions under Section 5.02(a)(v), 5.2(dlike the distributions under Sections 5.02(a)(i) through 5.02(a)(iv), 5.3 and 5.5, all distributions of cash shall were required to be made on a quarterly or more frequent basis), over (iB) firstthe sum of all prior distributions to such UDR Partner pursuant to this Section 5.02(a)(iii), 100% Section 5.02(a)(iv) and Section 5.02(a)(v);
(iv) Fourth, to the Partners (other than Special Limited Partnerwhich shall exclude the Class A Partners prior to the Cross Over Date, but shall include the Class A Partners on and after the Cross Over Date) in accordance with their respective Percentage Interests on the Partnership Record Date Date, until the Partners (other than the Special Limited Partner) have each such Outside Partner has received cumulative distributions under this Section 5.2(b) an amount equal to the aggregate Capital Contributions made by the Partners (other than the Special Limited Partner) to the Partnership plus a cumulativeexcess, noncompounded pre-tax rate if any, of return thereon of 6.00% per annum, determined by taking into account the dates on which all such Capital Contributions and distributions were made and (ii) second, (A) 85% the amount equal to its Dividend Equivalent from the date of this Agreement to the end of the period to which the distribution relates, over (B) the sum of all prior distributions to such Outside Partner pursuant to Section 5.02(a)(ii) and this Section 5.02(a)(iv); and
(v) Thereafter, to the Partners (other than which shall exclude the Special Limited Partner)Class A Partners prior to the Cross Over Date, but shall include the Class A Partners on and after the Cross Over Date) in accordance with their respective Percentage Interests on the Partnership Record Date Date. The amount and (B) 15% to the Special Limited Partner. In applying this Section 5.2(b), and notwithstanding anything to the contrary above, the amount distributed per Class T Partnership Unit frequency of distributions of any cash other than Available Cash shall be reduced by the allocable share of the Distribution Fees payable determined by the General Partner with respect to the Class T REIT Shares with respect to in its sole discretion and, if distributed, such record date (or prior record dates to the extent the aggregate Distribution Fees payable with respect to the prior record dates exceeds the aggregate reduction in distributions with respect to such periods).
(c) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 and 3406 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to cash shall be distributed to the Partners in accordance with this Section 5.02(a). If a new or existing Partner equals or exceeds the amount required to be withheld by the Partnershipacquires an additional Partnership Interest in exchange for a Capital Contribution on any date other a Partnership Record Date, the amount withheld shall be treated as a cash distribution of cash in the amount of such withholding attributable to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Partnership Loan”) from Interest for the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “Defaulting Limited Partner”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “General Partner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(c) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.
(d) In the event that the Partnership issues additional Partnership Units to the General Partner or any Additional Limited Partner pursuant to Article 4 hereof, the General Partner shall make such revisions to this Section 5.2 as it deems necessary to reflect Record Date following the issuance of such additional Partnership UnitsInterest shall be reduced in the proportion that the number of days that such additional Partnership Interest is held by such Partner bears to the number of days between such Partnership Record Date and the immediately preceding Partnership Record Date."
Appears in 1 contract
Samples: Agreement of Limited Partnership (United Dominion Realty Trust Inc)
Distribution of Cash. (a) The Partnership shall may distribute cash on a quarterly (or, at the election of the General Partner, more or less frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b).
(b) Except for distributions pursuant to Section 5.6 of this Agreement in connection with the dissolution and liquidation of the Partnership and subject to the provisions of Sections 5.2(c), 5.2(d), 5.3 5.3, 5.5 and 5.58.7 of this Agreement, distributions shall be made in accordance with the following provisions:
(i) all distributions of cash Net Sales Proceeds shall be made made: (iA) first, 100% to the Partners (other than Special Limited Partner) OP Unitholders in accordance with their respective Percentage Interests on the Partnership Record Date provided that the aggregate distributions made hereunder to the Class T Unitholders shall be reduced by the aggregate Distribution Fee payable by the General Partner with respect to Class T REIT Shares with respect to such Record Date to the extent the aggregate reduction made under Section 5.2(b)(ii) below with respect to such Record Date is less than the Distribution Fee payable with respect to such date, until the Partners General Partner (other than the Special Limited Partner) and its shareholders), have received cumulative distributions under this Section 5.2(b) (taking into account the aggregate distributions made pursuant to this Section 5.2(b)(i) and Section 5.2(b)(ii) below), equal to the aggregate Capital Contributions made by the Partners General Partner (other than the Special Limited Partner) and its shareholders), to the Partnership plus a cumulative, noncompounded pre-tax rate of return thereon of 6.006.5% per annum, determined by taking into account the dates on which all such Capital Contributions and distributions were made and (iiB) second, (A1) 85% to the Partners (other than the Special Limited Partner)OP Unitholders, in accordance with their respective Percentage Interests on the Partnership Record Date and (B2) 15% to the Special Limited PartnerOP Unitholders in accordance with their respective Special Percentage Interests on the Partnership Record Date; and
(ii) all distributions of cash other than Net Sales Proceeds shall be made to the OP Unitholders in accordance with their respective Percentage Interests on the Partnership Record Date, provided that the aggregate distribution made hereunder to Class T Unitholders shall be reduced by the aggregate Distribution Fee payable by the General Partner with respect to Class T REIT Shares with respect to such Record Date. In applying this Section 5.2(b), and notwithstanding anything to the contrary above, the amount distributed per Class T Partnership Unit shall be reduced of any Class may differ from the amount per Partnership Unit of another Class on account of differences in Class-specific expense allocations with respect to REIT Shares as described in the Prospectus (and of corresponding special allocations among Classes of Partnership Units in accordance with Section 5.1(h) hereof) or for other reasons as determined by the allocable share board of directors of the Distribution Fees payable General Partner. Any such differences shall correspond to differences in the amount of distributions per REIT Share for REIT Shares of different Classes, with the same adjustments being made to the amount of distributions per Partnership Unit for Partnership Units of a particular Class as are made to the distributions per REIT Share by the General Partner with respect to the Class T REIT Shares with respect to such record date (or prior record dates to having the extent the aggregate Distribution Fees payable with respect to the prior record dates exceeds the aggregate reduction in distributions with respect to such periods)same Class designation.
(c) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 1445 and 3406 1446 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “Defaulting Limited Partner”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “General Partner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(c) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.
(d) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the event that the Partnership issues additional Partnership Units to the General Partner holder of record of a REIT Share for which all or any Additional Limited Partner pursuant to Article 4 hereof, the General Partner shall make such revisions to this Section 5.2 as it deems necessary to reflect the issuance part of such additional Partnership UnitsUnit has been or will be exchanged.
Appears in 1 contract
Samples: Limited Partnership Agreement (Industrial Property Trust Inc.)
Distribution of Cash. (a) The Partnership shall may distribute cash on a quarterly (or, at the election of the General Partner, more or less frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b); provided, however, that if a new or existing Partner acquires an additional Partnership Interest in exchange for a Capital Contribution on any date other than a Partnership Record Date, the cash distribution attributable to such additional Partnership Interest relating to the Partnership Record Date next following the issuance of such additional Partnership Interest shall be reduced in the proportion equal to one minus (i) the number of days that such additional Partnership Interest is held by such Partner bears to (ii) the number of days between such Partnership Record Date and the immediately preceding Partnership Record Date.
(b) Except for distributions pursuant to Section 5.6 of this Agreement in connection with the dissolution and liquidation of the Partnership and subject to the provisions of Sections 5.2(c), 5.2(d), 5.3 5.3, 5.5 and 5.58.7 of this Agreement, distributions shall be made in accordance with the following provisions:
(i) all distributions of cash Net Sales Proceeds shall be made made: (iA) first, 100% to the Partners (other than Special Limited Partner) OP Unitholders in accordance with their respective Percentage Interests on the Partnership Record Date until the Partners General Partner (other than the Special Limited Partner) and its shareholders), have received cumulative distributions under this Section 5.2(b) (taking into account the aggregate distributions made pursuant to this Section 5.2(b)(i) and Section 5.2(b)(ii) below), equal to the aggregate Capital Contributions made by the Partners General Partner (other than the Special Limited Partner) and its shareholders), to the Partnership plus a cumulative, noncompounded pre-tax rate of return thereon of 6.006.5% per annum, determined by taking into account the dates on which all such Capital Contributions and distributions were made and (iiB) second, (A1) 85% to the Partners (other than the Special Limited Partner)OP Unitholders, in accordance with their respective Percentage Interests on the Partnership Record Date and (B2) 15% to the Special Limited Partner. In applying this Section 5.2(b), and notwithstanding anything OP Unitholders in accordance with their respective Special Percentage Interests on the Partnership Record Date; and
(ii) all distributions of cash other than Net Sales Proceeds shall be made to the contrary above, OP Unitholders in accordance with their respective Percentage Interests on the amount distributed per Class T Partnership Unit shall be reduced by the allocable share of the Distribution Fees payable by the General Partner with respect to the Class T REIT Shares with respect to such record date (or prior record dates to the extent the aggregate Distribution Fees payable with respect to the prior record dates exceeds the aggregate reduction in distributions with respect to such periods)Record Date.
(c) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 1445 and 3406 1446 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “Defaulting Limited Partner”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “General Partner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(c) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.
(d) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the event that the Partnership issues additional Partnership Units to the General Partner holder of record of a REIT Share for which all or any Additional Limited Partner pursuant to Article 4 hereof, the General Partner shall make such revisions to this Section 5.2 as it deems necessary to reflect the issuance part of such additional Partnership UnitsUnit has been or will be exchanged.
Appears in 1 contract
Samples: Limited Partnership Agreement (Industrial Property Trust Inc.)
Distribution of Cash. (a) The Partnership shall may distribute cash on a quarterly (or, at the election of the General Partner, more or less frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b); provided, however, that if a new or existing Partner acquires an additional Partnership Interest in exchange for a Capital Contribution on any date other than a Partnership Record Date, the cash distribution attributable to such additional Partnership Interest relating to the Partnership Record Date next following the issuance of such additional Partnership Interest shall be reduced in the proportion equal to one minus (i) the number of days that such additional Partnership Interest is held by such Partner bears to (ii) the number of days between such Partnership Record Date and the immediately preceding Partnership Record Date.
(b) Except for distributions pursuant to Section 5.6 of this Agreement in connection with the dissolution and liquidation of the Partnership and subject to the provisions of Sections Section 5.2(c), 5.2(d), 5.3 5.3, 5.5 and 5.58.7 of this Agreement, distributions shall be made in accordance with the following provisions:
(i) all distributions of cash Net Sales Proceeds shall be made made: (iA) first, 100% to the Partners (other than Special Limited Partner) OP Unitholders in accordance with their respective Percentage Interests on the Partnership Record Date until the Partners (other than the Special Limited Partner) OP Unitholders have received cumulative distributions under this Section 5.2(b) (taking into account the aggregate distributions made pursuant to this Section 5.2(b)(i) and Section 5.2(b)(ii) below), equal to the aggregate Capital Contributions made by the Partners (other than the Special Limited Partner) OP Unitholders to the Partnership plus a cumulative, noncompounded pre-tax rate of return thereon of 6.006.5% per annum, determined by taking into account the dates on which all such Capital Contributions and distributions were made and (iiB) second, (A1) 85% to the Partners (other than the Special Limited Partner)OP Unitholders, in accordance with their respective Percentage Interests on the Partnership Record Date and (B2) 15% to the Special Limited Partner. In applying this Section 5.2(b), and notwithstanding anything OP Unitholders in accordance with their respective Special Percentage Interests on the Partnership Record Date; and
(ii) all distributions of cash other than Net Sales Proceeds shall be made to the contrary above, OP Unitholders in accordance with their respective Percentage Interests on the amount distributed per Class T Partnership Unit shall be reduced by the allocable share of the Distribution Fees payable by the General Partner with respect to the Class T REIT Shares with respect to such record date (or prior record dates to the extent the aggregate Distribution Fees payable with respect to the prior record dates exceeds the aggregate reduction in distributions with respect to such periods)Record Date.
(c) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 1445 and 3406 1446 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “Defaulting Limited Partner”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “General Partner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(c) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.
(d) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the event that the Partnership issues additional Partnership Units to the General Partner holder of record of a REIT Share for which all or any Additional Limited Partner pursuant to Article 4 hereof, the General Partner shall make such revisions to this Section 5.2 as it deems necessary to reflect the issuance part of such additional Partnership UnitsUnit has been or will be exchanged.
Appears in 1 contract
Samples: Limited Partnership Agreement (Industrial Income Trust Inc.)
Distribution of Cash. (a) The Partnership shall may distribute cash on a quarterly (or, at the election of the General Partner, more or less frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b).
(b) Except for distributions pursuant to Section 5.6 in connection with an Asset Acquisition Distribution and Section 5.7 in connection with the dissolution and liquidation of the Partnership and subject to the provisions of Sections 5.2(c), 5.2(d), 5.3 5.3, 5.5 and 5.58.5, all distributions of cash shall be made made: (i) first, 100% to the Partners (other than Special Limited Partner) OP Unitholders in accordance with their respective Percentage Interests on the Partnership Record Date Date, provided that the aggregate distributions made hereunder to the Class T Unitholders shall be reduced (but not below zero) by the aggregate Distribution and Stockholder Servicing Fee payable by the General Partner with respect to Class T REIT Shares with respect to such Record Date, until (A) the Partners OP Unitholders (other than the Special Limited General Partner) have received cumulative distributions under this Section 5.2(b) equal to the aggregate Capital Contributions made by the Partners (other than the Special Limited Partner) such OP Unitholders to the Partnership plus a cumulative, noncompounded pre-tax rate of return thereon of 6.006.0% per annum, determined by taking into account the dates on which all such Capital Contributions and distributions were made and (B) the General Partner has received cumulative distributions under this Section 5.2, equal to (1) the aggregate Capital Contributions made by the General Partner to the Partnership; plus (2) the Asset Acquisition Contributions; plus (3) a cumulative, noncompounded pre-tax rate of return on (1) and (2) of 6.0% per annum, determined by taking into account the dates on which all such Capital Contributions, Asset Acquisition Contributions and distributions were made and (ii) second, (A) 85% to the Partners (other than the Special Limited Partner)OP Unitholders, in accordance with their respective Percentage Interests on the Partnership Record Date, provided that the aggregate distributions made hereunder to the Class T Unitholders shall be reduced (but not below zero) by the aggregate Distribution and Stockholder Servicing Fee payable by the General Partner with respect to Class T REIT Shares with respect to such Record Date to the extent that the aggregate reduction made under Section 5.2(b)(i) above with respect to such Record Date is less than the Distribution and Stockholder Servicing Fee payable with respect to such date and (B) 15% to the holder of the Special Limited PartnerOP Units, provided however, notwithstanding the foregoing, in the event that the Special OP Unitholder has received a distribution under the circumstances described in Section 8.5(b)(iv) hereof (a “Special OP Unit Distribution”) and there is a subsequent Termination Event, no further amount shall be distributed to the Special OP Unitholder until the OP Unitholders have collectively received aggregate distributions equal to the sum of (x) the amount such OP Unitholders are entitled to receive pursuant to this Section 5.2(b)(i) plus (y) an amount equal to 85% of (i) the Special OP Unit Distribution divided by (ii) .15. In applying this Section 5.2(b), and notwithstanding anything to the contrary above, the amount distributed per Class T Partnership Unit shall be reduced of any Class may differ from the amount per Partnership Unit of another Class on account of differences in Class-specific expense allocations with respect to REIT Shares as described in the Prospectus (and of corresponding special allocations among Classes of Partnership Units in accordance with Section 5.1(h) hereof) or for other reasons as determined by the allocable share board of directors of the Distribution Fees payable General Partner. Any such differences shall correspond to differences in the amount of distributions per REIT Share for REIT Shares of different Classes, with the same adjustments being made to the amount of distributions per Partnership Unit for Partnership Units of a particular Class as are made to the distributions per REIT Share by the General Partner with respect to the Class T REIT Shares with respect to such record date (or prior record dates to having the extent the aggregate Distribution Fees payable with respect to the prior record dates exceeds the aggregate reduction in distributions with respect to such periods)same Class designation.
(c) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 and 3406 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “Defaulting Limited Partner”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “General Partner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(c) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.
(d) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the event that the Partnership issues additional Partnership Units to the General Partner holder of record of a REIT Share for which all or any Additional Limited Partner pursuant to Article 4 hereof, the General Partner shall make such revisions to this Section 5.2 as it deems necessary to reflect the issuance part of such additional Partnership UnitsUnit has been or will be exchanged.
Appears in 1 contract
Samples: Limited Partnership Agreement (Hines Global Reit Ii, Inc.)
Distribution of Cash. (a) The Partnership shall may distribute cash on a quarterly (or, at the election of the General Partner, more or less frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b); provided, however, that if a new or existing Partner acquires an additional Partnership Interest in exchange for a Capital Contribution on any date other than a Partnership Record Date, the cash distribution attributable to such additional Partnership Interest relating to the Partnership Record Date next following the issuance of such additional Partnership Interest shall be reduced in the proportion equal to one minus (i) the number of days that such additional Partnership Interest is held by such Partner bears to (ii) the number of days between such Partnership Record Date and the immediately preceding Partnership Record Date.
(b) Except for distributions pursuant to Section 5.6 5.5 of this Agreement in connection with the dissolution and liquidation of the Partnership and subject to the provisions of Sections 5.2(c), 5.2(d), 5.3 5.3, 5.5 and 5.58.5 of this Agreement, all distributions of cash shall be made made: (i) first, 100% to the Partners (other than Special Limited Partner) OP Unitholders in accordance with their respective Percentage Interests on the Partnership Record Date until (A) the Partners OP Unitholders (other than the Special Limited General Partner) have received cumulative distributions under this Section 5.2(b) equal to the aggregate Capital Contributions made by the Partners (other than the Special Limited Partner) such OP Unitholders to the Partnership plus a cumulative, noncompounded pre-tax rate of return thereon of 6.008.0% per annum, determined by taking into account the dates on which all such Capital Contributions and distributions were made and (B) the General Partner has received cumulative distributions under this Section 5.2, equal to (1) the aggregate Capital Contributions made by the General Partner to the Partnership; plus (2) the Asset Acquisition Contributions; plus (3) a cumulative, noncompounded pre-tax rate of return on (1) and (2) of 8.0% per annum, determined by taking into account the dates on which all such Capital Contributions, Asset Acquisition Contributions and distributions were made and (ii) second, (A) 85% to the Partners (other than the Special Limited Partner)OP Unitholders, in accordance with their respective Percentage Interests on the Partnership Record Date and (B) 15% to the holder of the Special Limited Partner. In applying OP Units, provided however, notwithstanding the foregoing, in the event that the Special OP Unitholder has received a distribution under the circumstances described in Section 8.5(b)(iv) hereof (a “Special OP Unit Distribution”) and there is a subsequent Termination Event, no further amount shall be distributed to the Special OP Unitholder until the OP Unitholders, have collectively received aggregate distributions equal to the sum of (x) the amount such OP Unitholders are entitled to receive pursuant to this Section 5.2(b), and notwithstanding anything 5.2(b)(i) plus (y) an amount equal to 85% of (i) the contrary above, the amount distributed per Class T Partnership Special OP Unit shall be reduced Distribution divided by the allocable share of the Distribution Fees payable by the General Partner with respect to the Class T REIT Shares with respect to such record date (or prior record dates to the extent the aggregate Distribution Fees payable with respect to the prior record dates exceeds the aggregate reduction in distributions with respect to such periods).ii) .15,
(c) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 1445 and 3406 1446 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “Defaulting Limited Partner”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “General Partner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(c) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.
(d) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the event that the Partnership issues additional Partnership Units to the General Partner holder of record of a Trust Unit for which all or any Additional Limited Partner pursuant to Article 4 hereof, the General Partner shall make such revisions to this Section 5.2 as it deems necessary to reflect the issuance part of such additional Partnership UnitsUnit has been or will be exchanged.
Appears in 1 contract
Samples: Limited Partnership Agreement (HGR Liquidating Trust)
Distribution of Cash. (a) The Partnership shall may distribute cash on a quarterly (or, at the election of the General Partner, more or less frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b); provided, however, that if a new or existing Partner acquires an additional Partnership Interest in exchange for a Capital Contribution on any date other than a Partnership Record Date, the cash distribution attributable to such additional Partnership Interest relating to the Partnership Record Date next following the issuance of such additional Partnership Interest shall be reduced in the proportion equal to one minus (i) the number of days that such additional Partnership Interest is held by such Partner bears to (ii) the number of days between such Partnership Record Date and the immediately preceding Partnership Record Date.
(b) Except for distributions pursuant to Section 5.6 of this Agreement in connection with the dissolution and liquidation of the Partnership and subject to the provisions of Sections 5.2(c), 5.2(d), 5.3 5.3, 5.5 and 5.58.7 of this Agreement, distributions shall be made in accordance with the following provisions:
(i) all distributions of cash Net Sales Proceeds shall be made made: (iA) first, 100% to the Partners (other than Special Limited Partner) OP Unitholders in accordance with their respective Percentage Interests on the Partnership Record Date until the Partners General Partner (other than the Special Limited Partner) and its shareholders), have received cumulative distributions under this Section 5.2(b) (taking into account the aggregate distributions made pursuant to this Section 5.2(b)(i) and Section 5.2(b)(ii) below), equal to the aggregate Capital Contributions made by the Partners General Partner (other than the Special Limited Partner) and its shareholders), to the Partnership plus a cumulative, noncompounded pre-tax rate of return thereon of 6.006.5% per annum, determined by taking into account the dates on which all such Capital Contributions and distributions were made and (iiB) second, (A1) 85% to the Partners (other than the Special Limited Partner)OP Unitholders, in accordance with their respective Percentage Interests on the Partnership Record Date and (B2) 15% to the Special Limited Partner. In applying this Section 5.2(b), and notwithstanding anything OP Unitholders in accordance with their respective Special Percentage Interests on the Partnership Record Date; and
(ii) all distributions of cash other than Net Sales Proceeds shall be made to the contrary above, OP Unitholders in accordance with their respective Percentage Interests on the amount distributed per Class T Partnership Unit shall be reduced by the allocable share of the Distribution Fees payable by the General Partner with respect to the Class T REIT Shares with respect to such record date (or prior record dates to the extent the aggregate Distribution Fees payable with respect to the prior record dates exceeds the aggregate reduction in distributions with respect to such periods)Record Date.
(c) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 1445 and 3406 1446 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner Partner
(a “Defaulting Limited Partner”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “General Partner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(c) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.
(d) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the event that the Partnership issues additional Partnership Units to the General Partner holder of record of a REIT Share for which all or any Additional Limited Partner pursuant to Article 4 hereof, the General Partner shall make such revisions to this Section 5.2 as it deems necessary to reflect the issuance part of such additional Partnership UnitsUnit has been or will be exchanged.
Appears in 1 contract
Samples: Limited Partnership Agreement (Industrial Property Trust Inc.)
Distribution of Cash. (a) The Operating Partnership shall distribute cash on a quarterly basis (or, at the election of or on such other schedule as elected by the General Partner, more frequent) basis), in an amount determined by the General Partner in its sole and absolute discretion, taking into consideration Section 5.3 hereof, to the Partners who are Partners on the Partnership Record Date record date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b); provided, however, that if a new or existing Partner acquires an additional Operating Partnership Unit in exchange for a Capital Contribution on any date other than a Partnership record date, the cash distribution attributable to such additional Operating Partnership Unit relating to the Partnership record date next following the issuance of such additional Operating Partnership Interest shall be reduced in the proportion equal to one minus (i) the number of days that such additional Operating Partnership Unit is held by such Partner bears to (ii) the number of days between such Partnership record date and the immediately preceding Partnership record date.
(b) Except for distributions pursuant to Section 5.6 of this Agreement in connection with the dissolution and liquidation of the Operating Partnership and subject to the provisions of Sections Section 5.2(c), 5.2(d) and 5.5 of this Agreement, distributions shall be made in accordance with the following provisions:
(i) except as set forth in Section 5.2(b)(ii), 5.3 and 5.5, all distributions of cash shall be made made:
(iA) first, 100% to the Partners (other than Special Limited Partner) OP Unitholders in accordance with their respective Percentage Interests on the Partnership Record Date record date, until the Partners (other than the Special Limited Partner) GP Parties have received cumulative sufficient distributions under pursuant to this Section 5.2(bclause (A) equal to allow the aggregate Capital Contributions made GP Parent to pay dividends in the amount or at the rate determined by the Partners Board of Directors;
(other than the Special Limited Partner) to the Partnership plus a cumulative, noncompounded pre-tax rate of return thereon of 6.00% per annum, determined by taking into account the dates on which all such Capital Contributions and distributions were made and (iiB) second, (A) 85100% to the Partners Preferred OP Unitholders in accordance with their respective Unpaid Preferred Return on the Partnership record date until the Unpaid Preferred Return on such Partnership record date of each Preferred OP Unitholder has been reduced to zero; and
(other than C) thereafter, the Special Limited Partner)balance, if any, 100% to the OP Unitholders in accordance with their respective Percentage Interests on the Partnership Record Date record date; and
(ii) notwithstanding Section 5.2(b)(i), any Net Sales Proceeds that are distributed in connection with the liquidation and dissolution of the Operating Partnership, or the sale or other disposition of all or substantially all of the Operating Partnership’s assets, whether in a single transaction or a series of transactions, shall be distributed:
(A) first, 100% to the Preferred OP Unitholders in accordance with their respective Unpaid Preferred Return on the date of distribution until the Unpaid Preferred Return on such date of each Preferred OP Unitholder has been reduced to zero; and
(B) 15second, 100% to the Special Limited Partner. In applying this Section 5.2(b)Preferred OP Unitholders in accordance with their respective Total Preference Amounts on the date of distribution until the Total Preference Amount of each Preferred OP Unitholder has been reduced to zero; and
(C) thereafter, and notwithstanding anything the balance, if any, 100% to the contrary above, OP Unitholders in accordance with their respective Percentage Interests on the amount distributed per Class T Partnership Unit shall be reduced by the allocable share date of the Distribution Fees payable by the General Partner with respect to the Class T REIT Shares with respect to such record date (or prior record dates to the extent the aggregate Distribution Fees payable with respect to the prior record dates exceeds the aggregate reduction in distributions with respect to such periods)distribution.
(c) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Operating Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 1445 and 3406 1446 of the Code. To the extent that the Operating Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Operating Partnership, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Operating Partnership, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Operating Partnership Loan”) from the Operating Partnership to the Partner on the day the Operating Partnership pays over such amount to a taxing authority. A An Operating Partnership Loan shall be repaid through withholding by the Operating Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “Defaulting Limited Partner”) fails to pay any amount owed to the Operating Partnership with respect to the Operating Partnership Loan within fifteen (15) days after demand for payment thereof is made by the Operating Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Operating Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “General Partner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Operating Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Operating Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a an Operating Partnership Loan or a General Partner Loan pursuant to this Section 5.2(c) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Operating Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.
(d) In no event may a Partner receive a distribution of cash with respect to an Operating Partnership Unit if such Partner is entitled to receive a cash distribution as the event that the Partnership issues additional Partnership Units to the General Partner holder of record of a REIT Share for which all or any Additional Limited Partner pursuant to Article 4 hereof, the General Partner shall make such revisions to this Section 5.2 as it deems necessary to reflect the issuance part of such additional Operating Partnership UnitsUnit has been or will be exchanged.
Appears in 1 contract
Samples: Limited Partnership Agreement (CNL Macquarie Global Growth Trust, Inc.)
Distribution of Cash. (a) The Partnership shall may distribute cash on a quarterly (or, at the election of the General Partner, more or less frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b).
(b) Except for distributions pursuant to Section 5.6 in connection with an Asset Acquisition Distribution and Section 5.7 in connection with the dissolution and liquidation of the Partnership and subject to the provisions of Sections 5.2(c), 5.2(d), 5.3 5.3, 5.5 and 5.58.5, all distributions of cash shall be made made: (i) first, 100% to the Partners (other than Special Limited Partner) OP Unitholders in accordance with their respective Percentage Interests on the Partnership Record Date Date, provided that the aggregate distributions made hereunder to the Class T Unitholders and Class I Unitholders, respectively, shall be reduced (but not below zero) by the aggregate Distribution and Stockholder Servicing Fees payable by the General Partner with respect to Class T REIT Shares and Class I REIT Shares, respectively, with respect to such Record Date, until (A) the Partners OP Unitholders (other than the Special Limited General Partner) have received cumulative distributions under this Section 5.2(b) equal to the aggregate Capital Contributions made by the Partners (other than the Special Limited Partner) such OP Unitholders to the Partnership plus a cumulative, noncompounded pre-tax rate of return thereon of 6.006.0% per annum, determined by taking into account the dates on which all such Capital Contributions and distributions were made and (B) the General Partner has received cumulative distributions under this Section 5.2, equal to (1) the aggregate Capital Contributions made by the General Partner to the Partnership; plus (2) the Asset Acquisition Contributions; plus (3) a cumulative, noncompounded pre-tax rate of return on (1) and (2) of 6.0% per annum, determined by taking into account the dates on which all such Capital Contributions, Asset Acquisition Contributions and distributions were made and (ii) second, (A) 85% to the Partners (other than the Special Limited Partner)OP Unitholders, in accordance with their respective Percentage Interests on the Partnership Record Date and (B) 15% Date, provided that the aggregate distributions made hereunder to the Special Limited Partner. In applying this Section 5.2(b), and notwithstanding anything to the contrary above, the amount distributed per Class T Partnership Unit Unitholders and Class I Unitholders, respectively, shall be reduced (but not below zero) by the allocable share of the aggregate Distribution and Stockholder Servicing Fees payable by the General Partner with respect to the Class T REIT Shares and Class I REIT Shares, respectively, with respect to such record date (or prior record dates Record Date to the extent that the aggregate reduction made under Section 5.2(b)(i) above with respect to such Record Date is less than the Distribution and Stockholder Servicing Fees payable with respect to the prior record dates exceeds the aggregate reduction in distributions such Class T REIT Shares and such Class I REIT Shares, respectively, with respect to such periodsdate and (B) 15% to the holder of the Special OP Units, provided however, notwithstanding the foregoing, in the event that the Special OP Unitholder has received a distribution under the circumstances described in Section 8.5(b)(iv) hereof (a “Special OP Unit Distribution”) and there is a subsequent Termination Event, no further amount shall be distributed to the Special OP Unitholder until the OP Unitholders have collectively received aggregate distributions equal to the sum of (x) the amount such OP Unitholders are entitled to receive pursuant to this Section 5.2(b)(i) plus (y) an amount equal to 85% of (i) the Special OP Unit Distribution divided by (ii) .15. In applying this Section 5.2(b), the amount distributed per Partnership Unit of any Class may differ from the amount per Partnership Unit of another Class on account of differences in Class-specific expense allocations with respect to REIT Shares as described in the Prospectus (and of corresponding special allocations among Classes of Partnership Units in accordance with Section 5.1(h) hereof) or for other reasons as determined by the board of directors of the General Partner. Any such differences shall correspond to differences in the amount of distributions per REIT Share for REIT Shares of different Classes, with the same adjustments being made to the amount of distributions per Partnership Unit for Partnership Units of a particular Class as are made to the distributions per REIT Share by the General Partner with respect to REIT Shares having the same Class designation.
(c) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 and 3406 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “Defaulting Limited Partner”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “General Partner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(c) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.
(d) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the event that the Partnership issues additional Partnership Units to the General Partner holder of record of a REIT Share for which all or any Additional Limited Partner pursuant to Article 4 hereof, the General Partner shall make such revisions to this Section 5.2 as it deems necessary to reflect the issuance part of such additional Partnership UnitsUnit has been or will be exchanged.
Appears in 1 contract
Samples: Limited Partnership Agreement (Hines Global Reit Ii, Inc.)
Distribution of Cash. (a) The Partnership shall distribute cash on a quarterly (or, at the election of the General Partner, more frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b); provided, however, that if a new or existing Partner acquires an additional Partnership Interest in exchange for a Capital Contribution on any date other than a Partnership Record Date, the cash distribution attributable to such additional Partnership Interest relating to the Partnership Record Date next following the issuance of such additional Partnership Interest shall be reduced in the proportion equal to one minus (i) the number of days that such additional Partnership Interest is held by such Partner bears to (ii) the number of days between such Partnership Record Date and the immediately preceding Partnership Record Date.
(b) Except for distributions pursuant to Section 5.6 of this Agreement in connection with the dissolution and liquidation of the Partnership and subject to the provisions of Sections Section 5.2(c), 5.2(d), 5.3 and 5.55.5 of this Agreement, distributions shall be made in accordance with the following provisions: (i) all distributions of cash Net Sales Proceeds shall be made made: (iA) first, 100% to the Partners (other than Special Limited Partner) OP Unitholders in accordance with their respective Percentage Interests on the Partnership Record Date until the Partners (other than the Special Limited Partner) OP Unitholders have received cumulative distributions under this Section 5.2(b) equal to the aggregate Capital Contributions made by the Partners (other than the Special Limited Partner) OP Unitholders to the Partnership plus a cumulative, noncompounded pre-tax rate of return thereon of 6.0010.0% per annum, determined by taking into account the dates on which all such Capital Contributions and distributions were made and (iiB) second, (A1) 8585.0% to the Partners (other than the Special Limited Partner)OP Unitholders, in accordance with their respective Percentage Interests on the Partnership Record Date and (B2) 15% to the Special Limited Partner. In applying this Section 5.2(b), OP Unitholders in accordance with their respective Special Percentage Interests on the Partnership Record Date; and notwithstanding anything (ii) all distributions of cash other than Net Sales Proceeds shall be made to the contrary above, OP Unitholders in accordance with their respective Percentage Interests on the amount distributed per Class T Partnership Unit shall be reduced by the allocable share of the Distribution Fees payable by the General Partner with respect to the Class T REIT Shares with respect to such record date (or prior record dates to the extent the aggregate Distribution Fees payable with respect to the prior record dates exceeds the aggregate reduction in distributions with respect to such periods)Record Date.
(c) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 1445 and 3406 1446 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid through withholding 18 Source: TNP STRATEGIC RETAIL TRUST, INC., EX-10.3, 5/11/2009 | Powered by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “Defaulting Limited Partner”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “General Partner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(c) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.
(d) In the event that the Partnership issues additional Partnership Units to the General Partner or any Additional Limited Partner pursuant to Article 4 hereof, the General Partner shall make such revisions to this Section 5.2 as it deems necessary to reflect the issuance of such additional Partnership Units.Intelligize
Appears in 1 contract
Samples: Limited Partnership Agreement (Strategic Realty Trust, Inc.)
Distribution of Cash. (a) The Partnership shall distribute cash on a quarterly (or, at the election of the General Partner, more frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b). The Partnership shall be deemed to have distributed cash to the General Partner in an amount equal to the amount of distributions by the General Partner that are reinvested in REIT Shares issued by the General Partner pursuant to the General Partner’s distribution reinvestment plan, and the General Partner shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of such distributions in return for an equal number of Partnership Units having the same Class designation as the issued REIT Shares.
(b) Except for distributions pursuant to Section 5.6 5.4 of this Agreement in connection with the dissolution and liquidation of the Partnership and subject to the provisions of Sections Section 5.2(c)) and 5.3 of this Agreement, 5.2(d), 5.3 and 5.5, all distributions of cash shall be made (i) first, 100% to the Partners (other than Special Limited Partner) in accordance with their respective Percentage Interests on the Partnership Record Date until the Limited Partners (other than the Special Limited Partner) have received cumulative distributions under this Section 5.2(b) equal to the aggregate Capital Contributions made by the Limited Partners (other than the Special Limited Partner) to the Partnership plus a cumulative, noncompounded pre-tax rate of return thereon of 6.006.0% per annum, determined by taking into account the dates on which all such Capital Contributions and distributions were made and (ii) second, (A) 85% to the Partners (other than the Special Limited Partner), in accordance with their respective Percentage Interests on the Partnership Record Date and (B) 15% to the Special Limited Partner. In applying this Section 5.2(b), and notwithstanding anything to the contrary above, the The amount distributed per Class T Partnership Unit shall be reduced of any Class may differ from the amount per Partnership Unit of another Class on account of differences in Class-specific expense allocations with respect to REIT Shares as described in the Prospectus or for other reasons as determined by the allocable share Board of Directors of the Distribution Fees payable General Partner. Any such differences shall correspond to differences in the amount of distributions per REIT Share for REIT Shares of different Classes, with the same adjustments being made to the amount of distributions per Partnership Unit for Partnership Units of a particular Class as are made to the distributions per REIT Share by the General Partner with respect to the Class T REIT Shares with respect to such record date (or prior record dates to having the extent the aggregate Distribution Fees payable with respect to the prior record dates exceeds the aggregate reduction in distributions with respect to such periods)same Class designation.
(c) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 1445 and 3406 1446 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “Defaulting Limited Partner”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “General Partner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(c) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.
(d) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the event that the Partnership issues additional Partnership Units to the General Partner holder of record of a REIT Share for which all or any Additional Limited Partner pursuant to Article 4 hereof, the General Partner shall make such revisions to this Section 5.2 as it deems necessary to reflect the issuance part of such additional Partnership UnitsUnit has been or will be exchanged.
Appears in 1 contract
Samples: Limited Partnership Agreement (Moody National REIT II, Inc.)
Distribution of Cash. (a) The Partnership shall distribute cash on a quarterly (or, at the election of the General Partner, more frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b); provided, however, that if a new or existing Partner acquires an additional Partnership Interest in exchange for a Capital Contribution on any date other than a Partnership Record Date, the cash distribution attributable to such additional Partnership Interest relating to the Partnership Record Date next following the issuance of such additional Partnership Interest shall be reduced in the proportion equal to one minus (i) the number of days that such additional Partnership Interest is held by such Partner bears to (ii) the number of days between such Partnership Record Date and the immediately preceding Partnership Record Date.
(b) Except for distributions pursuant to Section 5.6 of this Agreement in connection with the dissolution and liquidation of the Partnership and subject to the provisions of Sections Section 5.2(c), 5.2(d), 5.3 and 5.55.5 of this Agreement, distributions shall be made in accordance with the following provisions:
(i) all distributions of cash Net Sales Proceeds shall be made made: (iA) first, 100% to the Partners (other than Special Limited Partner) OP Unit holders in accordance with their respective Percentage Interests on the Partnership Record Date until the Partners (other than the Special Limited Partner) OP Unit holders have received cumulative distributions under this Section 5.2(b) equal to the aggregate Capital Contributions made by the Partners (other than the Special Limited Partner) OP Unit holders to the Partnership plus a cumulative, noncompounded prenon-tax compounded rate of return thereon of 6.007% per annum, determined by taking into account the dates on which all such Capital Contributions and distributions were made and (iiB) second, (A) 85% to the Partners (other than the Special Limited Partner), OP Unit holders in accordance with their respective Percentage Interests on the Partnership Record Date and Date.
(Bii) 15% all distributions of cash other than Net Sales Proceeds shall be made to the Special Limited Partner. In applying this Section 5.2(b), and notwithstanding anything to OP Unit holders in accordance with their respective Percentage Interests on the contrary above, the amount distributed per Class T Partnership Unit shall be reduced by the allocable share of the Distribution Fees payable by the General Partner with respect to the Class T REIT Shares with respect to such record date (or prior record dates to the extent the aggregate Distribution Fees payable with respect to the prior record dates exceeds the aggregate reduction in distributions with respect to such periods)Record Date.
(c) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 1445 and 3406 1446 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “"Partnership Loan”") from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “"Defaulting Limited Partner”") fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) 15 days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “"General Partner Loan”") to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(c) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.
(d) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the event that the Partnership issues additional Partnership Units to the General Partner holder of record of a REIT Share for which all or any Additional Limited Partner pursuant to Article 4 hereof, the General Partner shall make such revisions to this Section 5.2 as it deems necessary to reflect the issuance part of such additional Partnership UnitsUnit has been or will be exchanged.
Appears in 1 contract
Samples: Limited Partnership Agreement (Dividend Capital Inc)
Distribution of Cash. (a) The Partnership shall may distribute cash on a quarterly (or, at the election of the General Partner, more or less frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b); provided, however, that if a new or existing Partner acquires an additional Partnership Interest in exchange for a Capital Contribution on any date other than a Partnership Record Date, the cash distribution attributable to such additional Partnership Interest relating to the Partnership Record Date next following the issuance of such additional Partnership Interest shall be reduced in the proportion equal to one minus (i) the number of days that such additional Partnership Interest is held by such Partner bears to (ii) the number of days between such Partnership Record Date and the immediately preceding Partnership Record Date.
(b) Except for distributions pursuant to Section 5.6 of this Agreement in connection with an Asset Acquisition Distribution and Section 5.7 of this Agreement in connection with the dissolution and liquidation of the Partnership and subject to the provisions of Sections 5.2(c), 5.2(d), 5.3 5.3, 5.5 and 5.58.5 of this Agreement, all distributions of cash shall be made made: (i) first, 100% to the Partners (other than Special Limited Partner) OP Unitholders in accordance with their respective Percentage Interests on the Partnership Record Date until (A) the Partners OP Unitholders (other than the Special Limited General Partner) have received cumulative distributions under this Section 5.2(b) equal to the aggregate Capital Contributions made by the Partners (other than the Special Limited Partner) such OP Unitholders to the Partnership plus a cumulative, noncompounded pre-tax rate of return thereon of 6.008.0% per annum, determined by taking into account the dates on which all such Capital Contributions and distributions were made and (B) the General Partner has received cumulative distributions under this Section 5.2, equal to (1) the aggregate Capital Contributions made by the General Partner to the Partnership; plus (2) the Asset Acquisition Contributions; plus (3) a cumulative, noncompounded pre-tax rate of return on (1) and (2) of 8.0% per annum, determined by taking into account the dates on which all such Capital Contributions, Asset Acquisition Contributions and distributions were made and (ii) second, (A) 85% to the Partners (other than the Special Limited Partner)OP Unitholders, in accordance with their respective Percentage Interests on the Partnership Record Date and (B) 15% to the holder of the Special Limited Partner. In applying OP Units, provided however, notwithstanding the foregoing, in the event that the Special OP Unitholder has received a distribution under the circumstances described in Section 8.5(b)(iv) hereof (a “Special OP Unit Distribution”) and there is a subsequent Termination Event, no further amount shall be distributed to the Special OP Unitholder until the OP Unitholders, have collectively received aggregate distributions equal to the sum of (x) the amount such OP Unitholders are entitled to receive pursuant to this Section 5.2(b), and notwithstanding anything 5.2(b)(i) plus (y) an amount equal to 85% of (i) the contrary above, the amount distributed per Class T Partnership Special OP Unit shall be reduced Distribution divided by the allocable share of the Distribution Fees payable by the General Partner with respect to the Class T REIT Shares with respect to such record date (or prior record dates to the extent the aggregate Distribution Fees payable with respect to the prior record dates exceeds the aggregate reduction in distributions with respect to such periods)ii) .15.
(c) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 1445 and 3406 1446 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “Defaulting Limited Partner”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “General Partner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(c) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.
(d) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the event that the Partnership issues additional Partnership Units to the General Partner holder of record of a REIT Share for which all or any Additional Limited Partner pursuant to Article 4 hereof, the General Partner shall make such revisions to this Section 5.2 as it deems necessary to reflect the issuance part of such additional Partnership UnitsUnit has been or will be exchanged.
Appears in 1 contract
Samples: Limited Partnership Agreement (Hines Global REIT, Inc.)
Distribution of Cash. (a) The Partnership shall distribute cash on a quarterly (or, at the election of the General Partner, more frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b). The Partnership shall be deemed to have distributed cash to the General Partner in an amount equal to the amount of distributions by the General Partner that are reinvested in REIT Shares issued by the General Partner pursuant to the General Partner’s distribution reinvestment plan, and the General Partner shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of such distributions in return for an equal number of Partnership Units having the same Class designation as the issued REIT Shares.
(b) Except for distributions pursuant to Section 5.6 of this Agreement in connection with the dissolution and liquidation of the Partnership and subject to the provisions of Sections 5.2(c), 5.2(d)) and 5.2(e) and 5.3 of this Agreement, 5.3 and 5.5, all distributions of cash shall be made (i) first, 100% to the Partners (other than Special Limited Partner) in accordance with their respective Percentage Interests on the Partnership Record Date until the Limited Partners (other than the Special Limited Partner) have received cumulative distributions under this Section 5.2(b) equal to the aggregate Capital Contributions made by the Limited Partners (other than the Special Limited Partner) to the Partnership plus a cumulative, noncompounded pre-tax rate of return thereon of 6.006.0% per annum, determined by taking into account the dates on which all such Capital Contributions and distributions were made and (ii) second, (A) 85% to the Partners (other than the Special Limited Partner), in accordance with their respective Percentage Interests on the Partnership Record Date and (B) 15% to the Special Limited Partner. In applying this Section 5.2(b); provided, and notwithstanding anything however, that to the contrary aboveextent that the amount of distributions any Limited Partner would receive with respect to Partnership Units received in the merger of the Mxxxx I OP and the Mxxxx II OP for REIT I OP Units (as defined in the Merger Agreement) is less than the amount such Limited Partner would have received with respect to such Partnership Units if (x) in the case of a distribution of “Net Sales Proceeds” (as defined in the REIT I Partnership Agreement, as defined in the Merger Agreement) the reference to “6.0%” in this sentence were instead “8.0%,” and (y) all distributions of cash other than Net Sales Proceeds were made to the Partners in accordance with their Percentage Interests (subject to differences attributable to differences in Class-specific expense allocations) as described below, an amount equal to such shortfall should be distributed to such Limited Partner and shall decrease the amount otherwise distributed to the Special Limited Partner. The amount distributed per Class T Partnership Unit shall be reduced of any Class may differ from the amount per Partnership Unit of another Class on account of differences in Class-specific expense allocations with respect to REIT Shares as described in the Prospectus or for other reasons as determined by the allocable share Board of Directors of the Distribution Fees payable General Partner. Any such differences shall correspond to differences in the amount of distributions per REIT Share for REIT Shares of different Classes, with the same adjustments being made to the amount of distributions per Partnership Unit for Partnership Units of a particular Class as are made to the distributions per REIT Share by the General Partner with respect to the Class T REIT Shares with respect to such record date (or prior record dates to having the extent the aggregate Distribution Fees payable with respect to the prior record dates exceeds the aggregate reduction in distributions with respect to such periods)same Class designation.
(c) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 1445 and 3406 1446 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “Defaulting Limited Partner”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “General Partner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(c) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.
(d) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the event that the Partnership issues additional Partnership Units to the General Partner holder of record of a REIT Share for which all or any Additional Limited Partner pursuant to Article 4 hereof, the General Partner shall make such revisions to this Section 5.2 as it deems necessary to reflect the issuance part of such additional Partnership UnitsUnit has been or will be exchanged.
Appears in 1 contract
Samples: Limited Partnership Agreement (Moody National REIT II, Inc.)
Distribution of Cash. (a) The Partnership shall distribute cash on a quarterly (or, at the election of the General Partner, more frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b)their respective Percentage Interests on the Partnership Record Date; provided, however, that if a new or existing Partner acquires an additional Partnership Interest in exchange for a Capital Contribution on any date other than the next day after a Partnership Record Date, the cash distribution attributable to such additional Partnership Interest relating to the Partnership Record Date next following the issuance of such additional Partnership Interest (or relating to the Partnership Record Date if such Partnership Interest was acquired on a Partnership Record Date) shall be reduced in the proportion to (i) the number of days that such additional Partnership Interest is held by such Partner bears to (ii) the number of days between such Partnership Record Date (including such Partnership Record Date) and the immediately preceding Partnership Record Date.
(b) Except for distributions pursuant to Section 5.6 5.06 of this Agreement in connection with the dissolution and liquidation of the Partnership and subject to the provisions of Sections 5.2(cSection 5.02(c), 5.2(d5.02(d), 5.3 5.03, 5.05, and 5.58.07(b) of this Agreement, all distributions of cash other than Net Sales Proceeds shall be made (i) first, 100% to the Partners (other than Special Limited Partner) OP Unitholders in accordance with their respective Percentage Interests on the Partnership Record Date until and all distributions of Net Sales Proceeds shall be made in accordance with the Partners following provisions:
(other than i) First, 100% to the Special Limited Partner) OP Unitholders in accordance with their respective Percentage Interests on the Partnership Record Date until, and to the extent, the OP Unitholders have received cumulative distributions under this Section 5.2(b5.02(b) (including the proposed distribution) equal to the aggregate Capital Contributions made by the Partners (other than the Special Limited Partner) OP Unitholders to the Partnership plus a cumulative, noncompounded pre-tax rate of return thereon of 6.007.0% per annum, determined by taking into account the dates on which all such Capital Contributions and distributions were made and made
(ii) secondSecond, to the extent the OP Unitholders have received cumulative distributions under this Section 5.02(b) (Aincluding the proposed distribution) 85equal to the aggregate Capital Contributions made by the OP Unitholders to the Partnership plus a cumulative, noncompounded rate of return thereon of more than 7.0% per annum but less than 8% per annum, determined by taking into account the dates on which all such Capital Contributions and distributions were made, such distributions of Net Sales Proceeds shall be made 90% to the Partners (other than the Special Limited Partner)OP Unitholders, in accordance with their respective Percentage Interests on the Partnership Record Date and (B) 1510% to the Special Limited Partner. In applying this Section 5.2(b)OP Unitholders in accordance with their respective Special Percentage Interests on the Partnership Record Date; and
(iii) Third, and notwithstanding anything to the contrary above, the amount distributed per Class T Partnership Unit shall be reduced by the allocable share of the Distribution Fees payable by the General Partner with respect to the Class T REIT Shares with respect to such record date (or prior record dates to the extent the aggregate Distribution Fees payable with respect OP Unitholders have received cumulative distributions under this Section 5.02(b) (including the proposed distribution) equal to the prior record aggregate Capital Contributions made by the OP Unitholders to the Partnership plus a cumulative, noncompounded rate of return thereon of at least 8% per annum, determined by taking into account the dates exceeds on which all such Capital Contributions and distributions were made, such distributions of Net Sales Proceeds shall be made 80% to the aggregate reduction OP Unitholders, in distributions accordance with respect their respective Percentage Interests on the Partnership Record Date and 20% to such periods)the Special OP Unitholders in accordance with their respective Special Percentage Interests on the Partnership Record Date.
(c) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 1445 and 3406 1446 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any the Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “"Partnership Loan”") from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “"Defaulting Limited Partner”") fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) 15 days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “"General Partner Loan”") to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(c5.02(c) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.
(d) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash dividend as the event that the Partnership issues additional Partnership Units to the General Partner holder of record of a REIT Share for which all or any Additional Limited Partner pursuant to Article 4 hereof, the General Partner shall make such revisions to this Section 5.2 as it deems necessary to reflect the issuance part of such additional Partnership UnitsUnit has been or will be exchanged.
Appears in 1 contract
Samples: Limited Partnership Agreement (Wells Timber Real Estate Investment Trust, Inc.)
Distribution of Cash. (a) The Partnership shall distribute cash on a quarterly (or, at the election of the General Partner, more frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b); provided, however, that if a new or existing Partner acquires an additional Partnership Interest in exchange for a Capital Contribution on any date other than a Partnership Record Date, the cash distribution attributable to such additional Partnership Interest relating to the Partnership Record Date next following the issuance of such additional Partnership Interest shall be reduced to the proportion thereof which equals (i) the number of days that such additional Partnership Interest is held by such Partner divided by (ii) the number of days between such Partnership Record Date and the immediately preceding Partnership Record Date.
(b) Except for distributions pursuant to Section 5.6 of this Agreement in connection with the dissolution and liquidation of the Partnership and subject to the provisions of Sections Section 5.2(c), 5.2(d), 5.3 and 5.55.5 of this Agreement, distributions shall be made in accordance with the following provisions:
(i) all distributions of cash Net Sales Proceeds shall be made made: (iA) first, 100% to the Partners (other than Special Limited Partner) OP Unitholders in accordance with their respective Percentage Interests on the Partnership Record Date until the Partners (other than the Special Limited Partner) OP Unitholders have received cumulative distributions under this Section 5.2(b) equal to the aggregate Capital Contributions made by the Partners (other than the Special Limited Partner) OP Unitholders to the Partnership, less any amounts received in redemption of their Partnership Units, plus a cumulative, noncompounded pre-tax rate of return thereon of 6.008% per annum, determined by taking into account the dates on which all such Capital Contributions Contributions, redemptions, and distributions were made and (iiB) second, (A1) 85% to the Partners (other than the Special Limited Partner)OP Unitholders, in accordance with their respective Percentage Interests on the Partnership Record Date and (B2) 15% to the Special Limited Partner. In applying this Section 5.2(b), and notwithstanding anything OP Unitholders in accordance with their respective Special Percentage Interests on the Partnership Record Date; and
(ii) all distributions of cash other than Net Sales Proceeds shall be made to the contrary above, OP Unitholders in accordance with their respective Percentage Interests on the amount distributed per Class T Partnership Unit shall be reduced by the allocable share of the Distribution Fees payable by the General Partner with respect to the Class T REIT Shares with respect to such record date (or prior record dates to the extent the aggregate Distribution Fees payable with respect to the prior record dates exceeds the aggregate reduction in distributions with respect to such periods)Record Date.
(c) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to the requirements of Sections 1441, 1442, 1445, 1446, 1471, 1472 1445 and 3406 1446 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such PartnerPartner or assignee, or (ii) if the actual amount to be distributed to the Partner or assignee is less than the amount required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner or assignee on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “Defaulting Limited Partner”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) 15 days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “General Partner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(c) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.
(d) In the event that the Partnership issues additional Partnership Units to the General Partner or any Additional Limited Partner pursuant to Article 4 hereof, the General Partner shall make such revisions to this Section 5.2 as it deems necessary to reflect the issuance of such additional Partnership Units.
Appears in 1 contract
Samples: Limited Partnership Agreement (Passco Apartment REIT, Inc.)
