Distribution of Net Cash. Following the end of each fiscal year of the Company and the adjustment of Member’s capital accounts for that fiscal year, the Company may distribute the Net Cash of the Company to Member. Distributions of Net Cash shall be made among Member in proportion to its Company Interests. The term “Net Cash” shall mean cash flow available after normal operating expenses, debt service, and any reasonable reserves set aside for future liabilities as determined by Member.
Distribution of Net Cash. At least once each calendar quarter, the Managing Member shall determine the amount, if any, of Net Cash available to the Company for distribution. The amount of Net Cash so determined to be distributable pursuant to this Section 7.1 shall be distributed (taking into consideration all prior distributions made pursuant to Section 7.2), except as otherwise provided in Article 12 hereof, and after the minimum distribution to pay taxes has been made pursuant to Section 7.4, at such times as the Managing Member may determine, but in any event within a reasonable time after the end of such calendar quarter, in the following order and priority:
(a) first, to the Members in proportion to and to the extent of their respective Capital Account Balance; and
(b) the balance, to the Members in proportion to their Interests.
Distribution of Net Cash. Net Cash shall be distributed at such times as are reasonably determined by Managing Member in the following order of priority:
(a) First, 100% to KBS and JV Member, pari passu in proportion to their Percentage Interests (“Pari Passu”), until KBS has received an IRR Return of fourteen percent (14%) and KBS has received an Equity Multiple of 1.3;
(b) Second, (i) eighty-five percent (85%) to each of KBS and JV Member Pari Passu, and (ii) fifteen percent (15%) to JV Member until KBS has received an IRR Return of sixteen percent (16%); provided that Net Cash that would otherwise be distributed to KBS pursuant to clause (i) of this Section 5.01(b) shall be distributed instead to JV Member until JV Member has received an amount of such Net Cash, as reasonably determined by the Members, equal to the Net Cash that JV Member would have received pursuant to clause (ii) of this Section 5.01(b) had JV Member’s fifteen percent (15%) promote described in clause (ii) of this Section 5.01(b) commenced after KBS’s receipt of an IRR Return of twelve percent (12%) and an Equity Multiple of 1.3 instead of commencing after KBS’s receipt of an IRR Return of fourteen percent (14%) and an Equity Multiple of 1.3; and
(c) Third, (i) seventy-five percent (75%) to each of KBS and JV Member Pari Passu, and (ii) twenty-five percent (25%) to JV Member.
Distribution of Net Cash. The determination of whether there is sufficient Net Cash so that distributions may be made to the Members in accordance with this Agreement (including, without limitation, pursuant to this Article V) shall be in the reasonable discretion of KBS, taking into account the reasonable business needs of the Company. Prior to the removal of the JV Member as Managing Member for Cause pursuant to Section 2.06(d) above or the removal of the JV Member as Managing Member without Cause pursuant to Section 2.06(g) above, Net Cash shall be determined and distributed quarterly (or at such other times as are determined in the reasonable discretion of KBS, taking into account the reasonable business needs of the Company) in the following order of priority:
Distribution of Net Cash. The determination of whether there is sufficient Net Cash so that distributions may be made to the Members in accordance with this Agreement (including, without limitation, pursuant to this Article V) shall be in the reasonable discretion of KBS, taking into account the reasonable business needs of the Company. Prior to the removal of the JV Member as Managing Member for Cause pursuant to Section 2.06(d) above or the removal of the JV Member as Managing Member without Cause pursuant to Section 2.06(g) above, Net Cash shall be determined and distributed quarterly (or at such other times as are determined in the reasonable discretion of KBS, taking into account the reasonable business needs of the Company) in the following order of priority:
(a) First, 100% to the Members, pari passu in proportion to their Percentage Interests ("Pari Passu"), until KBS has received an IRR Return of 12% and an Equity Multiple of 1.4;
(b) Second, after KBS has received a IRR Return of 12% and an Equity Multiple of 1.4, and until distributions under this Section 5.01 have resulted in KBS having received an IRR Return of 17%, (i) 80% to KBS, and (ii) 20% to JV Member;
(c) Third, after KBS has received an IRR Return of 17% and until distributions under this Section 5.01 have resulted in KBS receiving a IRR Return of 20%, (i) 70% to KBS, and (ii) 30% to JV Member; and
(d) Fourth, after KBS has received a IRR Return of 20%, any distributions under this Section 5.01 thereafter shall be paid (i) 60% to KBS, and (ii) 40% to JV Member.
Distribution of Net Cash. Following the end of each fiscal year of the Company and the adjustment of the Member's capital accounts for that fiscal year, the Company may distribute the Net Cash of the Company to the Members by the unanimous consent of Members in proportion to the Percentage of Membership Interests of the Members. The term "Net Cash" shall mean an amount which is equal to the net profits of the Company except that (a) depreciation of buildings, improvements, personal property and amortization of leasehold improvement, if applicable, shall not be considered a deduction, (b) payment of interest on and repayment of principal of, debts shall be considered a deduction, (c) any amounts expended on behalf of the Company for capital improvements or new investments with the unanimous consent of Members shall be considered a deduction, and (d) any reasonable reserve of capital with the unanimous consent of Members to provide funds to be invested in additional Company property, to provide funds for capital improvements for Company property, or to provide funds for any other contingency of the Company shall be considered a deduction.
Distribution of Net Cash. Net Cash shall be distributed at such times as are determined by Managing Member, but no less often than quarterly, in the following order of priority; (a) First, to the Non-Defaulting Member until all Default Loans have been repaid in full (with payments to be applied first to accrued interest and then to outstanding principal); -23-
Distribution of Net Cash. 3.4.1 In addition to the Cash Price and the IFG Shares, the Buyer shall pay as part of Purchase Price to the Sellers and to the Non Family Shareholders the Net Cash as determined and in the manner set out below.
3.4.2 The Buyer shall procure that the amount of the Final Net Cash subject to any unagreed amounts of items (d), (e) and (f) of the definition of Final Net Cash shall as from Completion be placed by the Company in a blocked interest bearing bank account with BRED, 00 xxxx xx xx Xxxxx, 00000 Xxxxx (the "BLOCKED ACCOUNT").
3.4.3 Within 20 Days of Completion, the Buyer shall submit to the Sellers and to the Non Family Shareholders a statement detailing the calculation of elements (d) and (e) of the Final Net Cash. The Sellers and the Non Family Shareholders shall have 20 Days from receipt of the statement to agree or challenge such elements of the Final Net Cash. Should any item of (d), (e) and (f) to be taken into account for the calculation of the Final Net Cash not be determined within 20 Days from Completion, the Final Net Cash shall be adjusted as soon as possible to take into account the relevant items.
3.4.4 As soon as any element of the Final Net Cash is agreed by the Parties, the Buyer shall procure that the Blocked Account is credited or debited by such amount.
3.4.5 As soon as possible and in any event within 10 Days of the certification by the auditors of the statutory accounts of the Company for the financial year ending 31 December 2001, the Buyer shall procure, on instructions from the Sellers having received full information from the Companies, that the Company shall declare a dividend in the amount of the sums in the Blocked Account with immediate payment. The Buyer will procure that within 20 Days of the final determination of the Final Net Cash, the difference between the Final Net Cash and the amount of the sums in the Blocked Account be declared by the Company as a dividend with immediate payment. The Buyer shall procure on instructions of the Sellers having received full information from the Company that the Subsidiaries have convened and held general meetings of shareholders in order to permit the distribution of the Final Net Cash plus the interest on the Blocked Account by the Company. Should the distributable profits of the Company be insufficient to pay a dividend in the amount of the sums in the Blocked Account and/or the balance to achieve the Final Net Cash plus the Interest on the Blocked Account, the Buyer will procure...
Distribution of Net Cash. Flow to Meet Estimated Tax Obligations. Except in connection with the liquidation of the Company, in which case all distributions will be made in accordance with Article IX, a distribution of Net Cash Flow shall be made to each Member, no later than January 1, April 1, June 1 and September 1 of each year in an amount equal to 43% of the estimated Profits (as determined by the Managing Member) for the applicable periods for which estimated federal and state income tax payments must be made by the Member and all loan agreements and other arrangement with lenders shall contain a reservation of right on the part of the Company to make such payments.
Distribution of Net Cash. Following the end of each fiscal year of the Company and the adjustment of the Member's capital accounts for that fiscal year, the Company may distribute the Net Cash of the Company to the Members. Distributions of Net Cash shall be made among the Members in proportion to their Company interests (without regard to whether such interest is a Voting Interest or Non- Voting Interest). The term "Net Cash" shall mean an amount which is equal to the net profits of the Company, plus the net proceeds from any refinancing of Company property, except that (a) depreciation of buildings, improvements, personal property and amortization of leasehold improvement, if applicable, shall not be considered a deduction,
