Distribution of Excess Cash. Except as otherwise may be provided in Section 15.3, or as otherwise may be prohibited or required by applicable law, the General Partner may determine in its discretion the extent (if any) to which the Partnership's cash on hand exceeds its current and anticipated needs, including without limitation, for operating expenses, debt service, authorized acquisitions, capital expenditures, and a reasonable contingency reserve. If such an excess exists, the General Partner may cause the Partnership to distribute such excess to the Partners quarterly; provided, that all distributions pursuant to this Section 6.1 shall be made pro rata in accordance with the Partners' respective Sharing Percentages. Subject to the foregoing provisions of this Section 6.1 and to certain limitations under the Act, the Partnership will use reasonable efforts to distribute excess cash on a yearly basis in an amount sufficient to provide each Partner with funds to pay income tax obligations on Partnership earnings as if each Partner's Sharing Percentage of such earnings were fully taxable to such Partner at the highest Federal income tax rate for individuals.
Distribution of Excess Cash. Except as otherwise may be provided in Section 16.3, or as otherwise may be prohibited or required by applicable law, the General Partner may determine in its discretion the extent (if any) that the Partnership’s cash on hand exceeds its current and anticipated needs, including without limitation, for operating expenses, debt service, authorized acquisitions, capital expenditures, and a reasonable contingency reserve. If such an excess exists, the General Partner may cause the Partnership to distribute such excess to the Partners, pro rata in accordance with their respective Sharing Percentages. Subject to the foregoing provisions of this Section 6.1, it is the intent of the Partners (but not guaranteed) that the Partnership will, at a minimum, distribute excess cash on a yearly basis in an amount sufficient to provide each Partner with funds to pay income tax obligations on Partnership earnings as if each Partner’s Sharing Percentage of such earnings were fully taxable to such Partner at the highest Federal income tax rate for individuals.
Distribution of Excess Cash. Except as may be otherwise provided in Section 14.3, or as may otherwise be prohibited or required by applicable law, the Manager may determine in its reasonable judgment to what extent (if any) the Partnership’s cash on hand exceeds its current and anticipated needs, including, without limitation, for operating expenses, debt service, authorized acquisitions, capital expenditures, and a reasonable contingency reserve as determined by the General Partner. If such an excess exists, the General Partner may cause the Partnership to distribute such excess to the Partners pro rata in accordance with their respective Sharing Percentages on a quarterly basis. Notwithstanding the foregoing, the General Partner may distribute to the Partners an amount sufficient to cover federal, state and local income and other taxes payable by them as a result of their participation in the Partnership relating to Partnership’s activities, and shall distribute to the other Partners a prorata amount in proportion to their respective Sharing Percentages.
Distribution of Excess Cash. Within twenty-five (25) days of the close of each calendar quarter, Operator shall distribute to Owner all sums remaining in the Operating Account in excess of the then Working Capital requirements of the Hotel determined by Operator in accordance with Section 9.1 of this Agreement.
Distribution of Excess Cash. (a) Between the date of this Agreement and the Closing, after the consummation of the Building Transfer, the Seller shall cause Ismeca Europe Semiconductor SA or Ismeca Semiconductor Holding SA’s other Subsidiaries, as applicable, to (i) make and pay the Bonus Accruals and the LTIP Accruals (each as defined in Section 7.9 below) (estimated to be CHF 3,747,693 as of the date of this Agreement, as may be adjusted up or down up to 10%) and (ii) make and pay the Divestment Plan Accruals (as defined in Section 7.9 below) (estimated to be approximately CHF 3,252,300), both (i) and (ii) as per Section 7.9 below, and (iii) make and pay the necessary accruals for social security and pension contributions and any other contributions or Taxes levied on or related to (i) and (ii) ((i) to (iii) collectively, “Bonus Related Costs”) (it being understood that the amount of such Bonus Related Costs, to the extent not paid prior to Closing, shall be considered Estimated Net Debt and Net Debt, respectively, for the purpose of the calculation of the Purchase Price and the Purchase Price Adjustment pursuant to Section 3 above), out of its respective available cash (approximately CHF 14,200,000, as of October 31, 2012, to which the proceeds of the Building Transfer as per Section 6.7 in the amount of approximately CHF 18,000,000 will be added, resulting in a total expected consolidated cash amount of CHF 32,200,000). Out of the remaining consolidated amount of cash of the Company, the Seller shall cause (i) the Company to maintain a consolidated cash position of approximately CHF 3,000,000 for its working capital needs (the “Company Target Cash”), (ii) Ismeca Europe Semiconductor SA to fully repay an outstanding intra-group loan in the amount of CHF 15,050,000 plus interest to Ismeca Semiconductor Holding SA (the “Intra-Group Loan Repayment”) and (iii) Ismeca Europe Semiconductor SA to enter into a loan agreement with Ismeca Semiconductor Holding SA, under which Ismeca Europe Semiconductor SA grants and immediately provides funds to Ismeca Semiconductor Holding SA pursuant to a short term loan in the amount of Ismeca Europe Semiconductor SA’s residual cash (after deduction of that portion of the Company Target Cash that is remaining in Ismeca Europe Semiconductor SA), but in no event exceeding the expected aggregate amount of Ismeca Europe Semiconductor SA’s expected freely disposable retained earnings and free equity as per 31 December 2012 (i.e. the sum of (i) retained earnin...
Distribution of Excess Cash. Together with the financial report provided for in Section 10.2(b), Manager shall distribute to Owner for each such Accounting Period all sums in the Operating Accounts in excess of the then working capital requirements of the Hotel determined in accordance with Section 9.1 of this Agreement.
Distribution of Excess Cash. Except as otherwise may be provided in Section 15.3, or as otherwise may be prohibited or required by applicable law, the General Partner may determine in its discretion the extent (if any) to which the Partnership's cash on hand exceeds its current and anticipated needs, including without limitation, for operating expenses, debt service, authorized acquisitions, capital expenditures, and a reasonable contingency reserve. If such an excess exists, the General Partner may cause the Partnership to distribute such excess to the Partners quarterly; provided, that all distributions pursuant to this Section 6.1 shall be made pro rata in accordance with the Partners' respective Sharing Percentages. Subject to the foregoing provisions of this Section 6.1 and to certain limitations under the Act, the Partnership will use reasonable efforts to distribute excess cash on a yearly basis in an amount sufficient to provide each Partner with funds to pay income tax obligations on Partnership earnings as if each Partner's Sharing Percentage of such earnings were fully taxable to such Partner at the highest Federal income tax rate for individuals. 7. BANK ACCOUNTS, BOOKS OF ACCOUNT, TAX COMPLIANCE AND FISCAL YEAR 7.1 BANK ACCOUNTS; INVESTMENTS. The General Partner may (i) establish one or more bank accounts as provided in Section 8.1(g) into which all Partnership funds shall be deposited or (ii) deposit Partnership funds in a central account established in the name of IASIS or an IASIS Affiliate, provided that detailed separate entries are made on the books and records of the Partnership and on the books and records of IASIS or such IASIS Affiliate with respect to amounts received from the Partnership and deposited in such central account for the account of the Partnership. The daily balances of the funds of the Partnership deposited into such central account shall bear interest at a current market rate. Funds deposited in the Partnership's bank accounts may be withdrawn only to pay Partnership debts or obligations or to be distributed to the Partners under this Agreement. Partnership funds, however, may be invested in such securities and investments, as the General Partner may select, until withdrawn for Partnership purposes.
Distribution of Excess Cash a. The Managing Partners shall, from time to time but no less often than quarterly), determine whether the Partnership has Excess Cash, as defined in Section 3.03 b. hereof, and whenever the Partnership has Excess Cash, the Managing Partners shall cause the Excess Cash to be paid: (1) First, to the Partners pro rata, based on their respective Percentage Interests, an amount determined by multiplying (i) times (ii), where (i) equals the sum of (-A-) plus (-B-), where (-A-) equals the maximum federal income tax rate on individuals and (-B-) equals the greater of (a) Connecticut income tax rate on individuals or (b) combined Michigan income tax rates on individuals plus the Michigan intangibles tax rate and (ii) is the sum of (-A-) plus (-B-), where (-A-) equals the Partnership's taxable income as shown on the Partnership's U.S. Federal Income Tax Form 1065, and (-B-) equals the amount of all other items of income and gain allocated to such Partners by virtue of their Partnership Interest which are not otherwise included in clause (ii) (-A-) above; (2) Next, to Sun in payment of its Deferred Development Fee, to the extent that its Deferred Development Fee has not been paid by prior application of this Section 3.03 a.
Distribution of Excess Cash. (a) The introductory sentence to Section 3.03 a. is hereby deleted and replaced with the following: "The Managing Partners shall, from time to time (but no less often than monthly), determine whether the Partnership has Excess Cash, as defined in Section 3.03 b. hereof, and whenever the Partnership has Excess Cash, the Managing Partners shall cause the Excess Cash to be paid:"
(b) The last sentence of Section 3.03a is hereby deleted and the words "other than Additional Reserves" are hereby deleted from clause (iii) of Section 3.03 b.
(c) Section 3.03 d. is hereby added to the Partnership Agreement as follows:
Distribution of Excess Cash. Except as otherwise may be provided in Section 16.3, or as otherwise may be prohibited or required by applicable law, as soon as practicable and in any event within ninety (90) days after the end of each fiscal year, the General Partner shall determine in its reasonable discretion the extent (if any) that the Partnership's cash on hand exceeds its current and anticipated needs, including without limitation, for operating expenses, debt service, acquisitions, capital expenditures, and a reasonable contingency reserve. If the General Partner determines that such an excess exists, the General Partner shall cause the Partnership to distribute such excess to the Partners, pro rata in accordance with their respective Sharing Percentages; provided, however, that, to the extent that the Partnership distributes any such excess relating to the Partnership's operations during the period beginning on the date hereof and ending on the first anniversary of such date, the General Partner shall cause the Partnership to make such distributions as if Brim's Sharing Percentage was 30% and Columbia Sub's and Columbia/TSP's cumulative Sharing Percentage was 70%; provided, further, that if Additional Limited Partners are admitted to the Partnership during such period, then such percentages shall be proportionally reduced in accordance with the existing Partners actual Sharing Percentages.
