Distribution Priority. Upon the dissolution of the Partnership as provided in Section 8.1 hereof (“Dissolution”), the Partnership assets shall be liquidated (except as permitted by Section 8.3 hereof) and the affairs of the Partnership shall be wound up and terminated by the General Partner or, if there is no General Partner, by a liquidating trustee selected by a majority in Interest of the Limited Partners. Upon completion of such liquidation and winding up, but not later than two years after the end of the Fiscal Year during which Dissolution occurs, and after taking into account all capital account adjustments and allocations of income, gains, losses and deductions for the Partnership taxable year during which Dissolution occurs, including, without limitation, the allocation of all income, gains, losses and deductions pursuant to Article 4 hereof that would arise if all Partnership assets to be distributed in kind were sold for their fair market values, the assets of the Partnership shall be liquidated and disposed of and distributed as follows:
(a) First, to the payment of debts and liabilities of the Partnership and expenses of the liquidation and winding up;
(b) Second, to the setting up of any reserves (to be held in a special interest-bearing account) which the General Partner or the liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership; provided, however, that at the expiration of such time as the General Partner or such trustee shall deem advisable (not to exceed two (2) years from the event which caused Dissolution, except in the case of any litigation matter where the length of time such reserves are maintained shall be determined by the General Partner or the liquidating trustee in its sole discretion), the balance of such reserves remaining after payment of such contingent liabilities shall be distributed in the manner set forth in Subsection 8.2.1(c);
(c) Third, the balance in proportion to the positive balances in the Partners’ capital accounts.
Distribution Priority. Upon receiving Notices issued pursuant to paragraph 2, 3, or 4 of this Article II, Section D representing claims the aggregate value of which exceeds the funds available therefor in the Payment Account and until such time as the Payment Account contains sufficient funds to make payments in full pursuant to such Notices, the Corporate Trustee shall make distributions first, on account of GCCF Distribution Notices; second, in the chronological order that they are received by the Corporate Trustee, on account of Other Resolved Claims Distribution Notices; and third, in the chronological order that they are received by the Corporate Trustee, on account of NRD Claims or Government Response Costs Distribution Notices; provided, however, that the priority scheme described in this Article II, Section D7 shall not be deemed to alter to any extent or in any manner any payment priority afforded a Beneficiary under otherwise applicable law as such priority relates to recovery of such claim against the Grantor generally as opposed to through application of the funds in the Trust.
Distribution Priority. Distribution Priority Distributions (including the payments contemplated by clause (a)(ii) below which shall not be an equity transaction), other than distributions upon the liquidation of the Company, and contractual or guaranteed payments, whether in respect of Net Distributable Cash of the Company or otherwise, shall be made to the Members as follows and in the following order of priority:
(a) The following distributions (including the payments contemplated by clause (ii) below which shall not be an equity transaction) shall be made each quarter, unless determined otherwise by an Unanimous Vote of the Members:
(i) After the end of each Fiscal Year, to the extent permissible pursuant to financing agreements to which the Company is now or hereafter may become a party, the Company shall distribute to each Member the aggregate amount by which (A) United States federal and state income taxes that would be payable by a Member in the highest tax bracket applicable from time to time to a corporation (and taking into account the character of such income), with respect to the taxable income and gains of the Company allocated to such Member for the Fiscal Year of the Company ending in such year and for all prior Fiscal Years, and after giving effect to all deductions and losses of the Company allocated to such Member for such Fiscal Year and prior Fiscal Years, if applicable (and in each case applying such highest applicable tax brackets thereto), exceeds (B) all amounts previously distributed (or deemed distributed) to such Member in respect of its Membership Interest pursuant to this Agreement. Subject to the limitations set forth above, the Company will, where reasonably practicable, make distributions on a quarterly basis to facilitate the payment of quarterly estimated income taxes by the Members, subject to adjustment at or following the end of such calendar year, as the Company may deem appropriate (including the right of the Company to require prompt repayment of amounts distributed under this sentence in excess of that ultimately determined to be required to be distributed for such period).
(ii) Thereafter, distributions to the Members will be made in respect of the outstanding balance of all debts and liabilities of the Company to the Members to whom the same are owed, including Member loans and amounts payable to withdrawing members pursuant to Section 10.06, in the ratio of the aggregate outstanding amount owed to each such Member by the Company, until...
Distribution Priority. Unless full distributions on the Class SV Units have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof is set apart for payment for all past distribution periods and the then current distribution period, no distributions (other than in Units ranking junior to the Class SV Units as to distributions and upon liquidation) shall be authorized or paid or set aside for payment nor shall any other distribution be authorized or made upon Units ranking junior to or on a parity with the Class SV Units as to distributions or upon liquidation, nor shall any Units ranking junior to or on a parity with the Class SV Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such Units) by the Company.
Distribution Priority. DURING THE PRE START DATE PERIOD. Within 30 days after the end of each Fiscal Quarter which begins during the Pre Start Date Period, Sweetheart shall make distributions of Distributable Cash (or other property in lieu of Distributable Cash) with respect to each Product sold (without duplication), in the following cumulative order and priority:
(a) First, to Sweetheart, to the extent of any Standard Cost of Sales, less amounts previously distributed under this clause (a);
(b) Second, to Sweetheart, to the extent of any Actual Overhead, less amounts previously distributed under this clause (b);
(c) Third, to Sweetheart, to the extent of any Production Variances, less amounts previously distributed under this clause (c);
(d) Fourth, to ECC, to the extent of its contributions to fund the DCCD pursuant to Section 6.1 hereof, less amounts previously distributed under this clause (d);
(e) Fifth, to Sweetheart, to the extent of any Allocation of General Overhead, less amounts previously distributed under this clause (e);
(f) Sixth, to Sweetheart, to the extent of the SG&A Allocation Percentage of Net Sales, less amounts previously distributed under this clause (f);
(g) Seventh, to Sweetheart and ECC, in proportion to, and to the extent of (i) in the case of Sweetheart, any accrued, but unpaid, 10% per annum return on the Infrastructure Enhancement Costs actually expended by Sweetheart, and (ii) in the case of ECC, any accrued but unpaid, 10% per annum return on the Invested Equipment Capital actually expended by ECC, computed in each case from the date the funds were expended;
(h) Eighth, to Sweetheart, to the extent of any Displaced Finished Goods Cash Costs, less amounts previously distributed under this clause (h);
(i) Ninth, to Sweetheart and ECC, in proportion to, and to the extent of (i) in the case of Sweetheart, (A) the cumulative Facility Participation, less the 10% return EXECUTION COPY -------------- paid pursuant to clause (g)(i) above and less the distributions made pursuant to this Section 7.1(i), and (B) the cumulative Specified Infrastructure Enhancement Distribution, less the 10% return paid pursuant to clause (g)(i) above and less the distributions made pursuant to this Section 7.1(i), and (ii) in the case of ECC, the cumulative Equipment Profit Participation, less the 10% return paid pursuant to clause (g)(ii) above and less the distributions made pursuant to this Section 7.1(i);
(j) Tenth, to Sweetheart and ECC, in proportion to, and to the ext...
Distribution Priority. (a) Available Cash (or, in accordance with Section 5.4(a) below, property of Series B on an in kind basis) shall be distributed (the "Distributions") from time to time at the direction of the Manager in the following manner:
(i) 100% to the Series B Members, pro rata in accordance with their respective Series B Membership Interests.
(b) Available Cash will not be reinvested but will be distributed to the Series B Members as set forth above.
(c) Notwithstanding anything to the contrary in this Article V or in Section 7.3 of the Master Agreement, upon the termination and liquidation of Series B in accordance with the provisions of Section 7.3 of the Master Agreement, the proceeds of liquidation of Series B will be distributed in the following order and priority:
(i) First, to creditors of Series B, including the Series B Members who are creditors, to the extent otherwise permitted by law, in satisfaction (whether by payment or the making of reasonable provision for payment thereof) of all debts, liabilities, obligations and expenses of Series B, including, without limitation, the expenses incurred in connection with the liquidation of Series B; and
(ii) Second, to the Series B Members in the same manner as set forth in Section 5.2(a), with such distributions to be made by the end of the Fiscal Year of Series B during which the liquidation of Series B occurs (or, if later, ninety (90) days after the date of the liquidation).
Distribution Priority. (a) In respect of payments to Shareholders and their Affiliates, the Company shall make payments in the following order of priority:
(i) Principal and accrued interest in respect of Startup Promissory Notes (accrued interest being paid first);
(ii) Inventory Promissory Notes;
(iii) Payments owed by the Company to the Shareholders in the ordinary course of business except under the Studio Agreements;
(iv) Net Revenues on the terms of the Studio Agreements; and
(v) Distributions of Distributable Cash in accordance with clause 14.1(b).
(b) The order or priority set out in clause 14.6(a) above may be altered at any time by Directors Approved Decision.
(c) The Shareholders and/or Affiliates may set-off any payments due to them from the Company under this clause 14.6 or otherwise against any payments to be made by them to the Company, and the Company may set-off any payments due to it from the Shareholders and/or Affiliates against payments to be made by it to the Shareholders and/or Affiliates under this clause 14.6 or otherwise, so that to the extent possible, only one payment will be made as between a Shareholder and/or Affiliate, and the Company. Any offsetting payments will be separately reported to the extent required by Accounting Standards, applicable law or for tax purposes.
(d) The parties agree that payment of principal and accrued interest in respect of Promissory Notes shall be made in accordance with clause 14.6(a) and that, notwithstanding the terms of the Promissory Notes, no Shareholder shall demand earlier payment of any principal or accrued interest in respect of any Promissory Note.
Distribution Priority. (a) Subject to Sections 5.2(b) and 5.2(c), Available Cash (or, in accordance with Section 5.4(a) below, property of Series A on an in kind basis) shall be distributed (the "Distributions") from time to time at the direction of the Managers in the following manner:
(i) First, a reserve in the amount to be determined in the sole discretion of the Managers to be allocated for operating and administrative expenses, including but not limited to, insurance, security, taxes, maintenance costs, construction management costs, accounting, the Project Management Fee, debt service, reserves and any other expenses of the Series A;
(ii) Second¸ to all Series A Members in order to offset any losses previously allocated to them;
(iii) Third, to all Series A Members pro rata in proportion to their holdings of Series A Membership Units, until the Series A Members have received the Preferred Return and repayment to members of their Series A Capital Contributions; and
(iv) Fourth, fifty percent (50%) of the remaining profits will be distributed to the Series A Members pro rata in accordance with their respective Series A Membership Interests, and fifty percent (50%) of the remaining profits will be distributed to Century Partners, LLC.
(b) Available Cash will not be reinvested but will be distributed to the Series A Members as set forth above. Notwithstanding any other provision of this Series Agreement, no Distributions shall be made to the Series A Members prior to the end of [January 2019].
Distribution Priority. All Distributions from the Company, shall be applied and distributed in the following order of priority:
(a) First, to the Members in proportion to their aggregate Capital Accounts set forth on Exhibit A attached hereto, until the aggregate amount of Distributions made pursuant to this Section 8.1(a) equals the aggregate Capital Accounts set forth on Exhibit A.
(b) Second, any remaining Distributions shall be made among the Members in proportion to such Members’ Participating Percentages.
Distribution Priority. Distributions of Distributable Cash and Net Proceeds, when made, will be allocated between to the Members as follows:
(1) first, an amount up to the Disproportionate Capital Preference of all Members will be distributed to the Members proportionately, based on the Disproportionate Capital Preference due each Member until each Member has received an aggregate amount equal to its Disproportionate Capital Preference;
(2) second, if any Member has Disproportionate Capital, the Disproportionate Capital will be distributed to the Member until each Member has received an aggregate amount equal to its Disproportionate Capital;
(3) third, an amount up to the Additional Contribution Preference of all Members will be distributed to the Members proportionately, based on the Additional Contribution Preference due each Member until each Member has received an aggregate amount equal to its Additional Contribution Preference;
(4) fourth, an amount up to the unrecovered Additional Contributions of all Members will be distributed to the Members proportionately, based on the unrecovered Additional Contributions of each Member until each Member has received an aggregate amount equal to its unrecovered Additional Contributions;
(5) fifth, an amount up to the Base Preference of all Members will be distributed to the Members proportionately, based on the Base Preference due each Member until each Member has received an aggregate amount equal to its Base Preference;
(6) sixth, an amount up to the unrecovered Initial Contributions of all Members will be distributed to the Members proportionately, based on the unrecovered Initial Contributions of each Member until each Member has received an amount equal to its unrecovered Initial Contributions;
(7) seventh, any remaining amount will be distributed 70% to Investor and 30% to MCRT until Investor has realized a 15% IRR on its Initial Contributions;
(8) eighth, any remaining amount will be distributed 60% to Investor and 40% to MCRT until Investor has realized a 20% IRR on its Initial Contributions; and
(9) ninth, any remaining amount will be distributed 40% to Investor and 60% to MCRT.
