Distribution Waiver Sample Clauses

Distribution Waiver. Each Transferor covenants and agrees, as a condition precedent to the performance of HSE’s obligations hereunder, that it shall execute and deliver at Closing a waiver and forbearance agreement in form and substance reasonably satisfactory to NGL providing for the following: such Transferor shall waive any right to receive any distribution declared and paid by NGL on the NGL Units in the fiscal quarter of NGL in which the Closing Date occurs, but such Transferor shall be entitled to receive its partial pro rata share (as hereafter defined) of any distribution declared and paid on the NGL Units in the immediately following fiscal quarter of NGL. For purposes hereof, “partial pro rata share” shall mean (x) the aggregate consecutive days that a Transferor owned NGL Units during such fiscal quarter in which the Closing Date occurred divided by (y) the aggregate number of days in such fiscal quarter.
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Distribution Waiver. If the Closing occurs on or before the record date for the distribution to be paid on the Common Units for the fourth quarter of 2017, the General Partner, on behalf of itself and its successors and assigns, hereby agrees to waive that certain portion of the distributions that would otherwise be payable on the Restructuring Common Units for the fourth quarter of 2017, if any, in excess of the aggregate amount of distributions for the fourth quarter of 2017 that the General Partner would have been entitled to receive on such record date if the General Partner would have held the General Partner Interest and Incentive Distribution Rights held by the General Partner immediately prior to the Closing.
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Distribution Waiver. SemStream covenants and agrees, as a condition precedent to the performance of NGL Subsidiary’s obligations hereunder, that it shall execute and deliver at Closing a waiver and forbearance agreement in form and substance reasonably satisfactory to NGL providing for the following: (a) in the event the Closing occurs on or prior to the fifteenth (15th) day of any fiscal quarter of NGL, SemStream shall waive any right to receive any distribution declared and paid by NGL in such fiscal quarter in the ordinary course of business from available cash as of the end of the prior fiscal quarter (and not the result of an extraordinary transaction) (but shall be entitled to receive its full share of any distribution declared and paid in the immediately following fiscal quarter of NGL); (b) in the event the Closing occurs after the fifteenth (15th) day of any fiscal quarter of NGL, SemStream shall waive any right to receive any distribution declared and paid by NGL in such fiscal quarter in the ordinary course of business from available cash as of the end of the prior fiscal quarter (and not the result of an extraordinary transaction) (but shall be entitled to receive its partial pro rata share (as hereafter defined) of any distribution declared and paid in the immediately following fiscal quarter of NGL). For purposes hereof, “partial pro rata share” shall mean the aggregate consecutive days that SemStream owned NGL Units during such fiscal quarter in which the Closing occurred divided by the aggregate number of days in such fiscal quarter; and (c) without limitation of, and in addition to, the obligations set forth in subsections (a) and (b) above, SemStream shall, solely with respect to an aggregate number of NGL Units owned thereby equal to (i) 3,750,000 plus (ii) the aggregate Variable Units (the “Distribution Waiver Units”), waive any right to receive any distribution declared and paid by NGL in the ordinary course of business from available cash (and not the result of an extraordinary transaction) prior to August 30, 2012.
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Distribution Waiver. SemStream shall have executed and delivered the waiver referenced in Section 5.24.
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Distribution Waiver. As a condition precedent to the consummation of the transactions under the Call Agreement, and without any further action of the parties hereto, each holder of NGL Units issued pursuant to the Call Agreement (and any transferee thereof) shall be, with respect to such NGL Units, (i) deemed to have waived any right to receive any distribution declared and paid by NGL for the fiscal quarter of NGL ended December 31, 2012.
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Distribution Waiver. Each Contributor receiving OPUs under this Agreement will, if requested by Acquirer’s Parent following the Closing Date and prior to November 4, 2013, enter into a letter agreement irrevocably waiving any and all rights to allocations of income and loss and distributions for the period from the Closing Date through the end of 2013.
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Distribution Waiver. As a condition precedent to the consummation of the transactions contemplated hereunder, and without any further action of the Parties hereto, if the Closing occurs in or after the fiscal quarter of NGL ending June 30, 2012, each holder of NGL Common Units issued pursuant to Section 2.1(a)(i) shall be, with respect to such NGL Common Units, (i) deemed to have waived any right to receive any distribution declared and paid by NGL for the fiscal quarter ended March 31, 2012, and (ii) entitled to receive one-third of any distribution declared and paid for the fiscal quarter of NGL ending June 30, 2012.
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Related to Distribution Waiver

  • Distribution of Agreement The Employer agrees to make available to each employee a copy of this Agreement and to provide a copy of the same Agreement to all new employees entering the employment of the Employer.

  • ALLOCATION OF DISTRIBUTION FEE Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative: (1) The portion of the aggregate Distribution Fee accrued in respect of all Class C shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction: where: A= The aggregate Net Asset Value of all Class C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month B= The aggregate Net Asset Value of all Class C shares of a Fund at the beginning of such calendar month C= The aggregate Net Asset Value of all Class C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month D= The aggregate Net Asset Value of all Class C shares of a Fund at the end of such calendar month (2) If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class C shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class C shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction: (A) (B) where: A= Average Net Asset Value of all such Class C shares of a Fund for such calendar month attributed to the Distributor or a Successor Distributor, as the case may be B= Total average Net Asset Value of all such Class C shares of a Fund for such calendar month

  • Distribution Agreements Subject to compliance with applicable provisions of the 1940 Act, the Board of Trustees may enter into a contract or contracts with one or more Persons to act as underwriters and/or placement agents whereby the Trust may either agree to sell Shares of the Trust, any Series or Class to the other party or parties to the contract or appoint such other party or parties its sales agent or agents for such Shares. In either case, the contract shall be on such terms and conditions as the Board of Trustees may in its discretion determine, not inconsistent with the provisions of this Section 5.12 or the By-laws; and such contract may also provide for the repurchase or sale of Shares of the Trust, any Series or Class by such other party as principal or as agent of the Trust and may provide that such other party may enter into selected dealer agreements with registered securities dealers and brokers and servicing and similar agreements with Persons who are not registered securities dealers to further the purposes of the distribution or repurchase of such Shares.

  • Distribution of Contract Within forty-five (45) days after the execution of this contract, the District shall print or duplicate and provide without charge a copy of this contract to every employee in the bargaining unit, plus ten (10)

  • Release of Pre-Distribution Claims (a) Except (i) as provided in Section 6.1(c), (ii) as may be otherwise expressly provided in this Agreement or any Ancillary Agreement and (iii) for any matter for which any Horizon Indemnified Party is entitled to indemnification pursuant to this Article VI, effective as of the Distribution, Horizon does hereby, for itself and each other Horizon Entity and their respective Affiliates, Predecessors, successors and assigns, and, to the extent Horizon legally may, all Persons that at any time prior or subsequent to the Distribution have been stockholders, directors, officers, members, agents or employees of Horizon or any other Horizon Entity (in each case, in their respective capacities as such), release and forever discharge each TriMas Entity, their respective Affiliates, Predecessors, successors and assigns, and all Persons that at any time prior to the Distribution have been stockholders, directors, officers, members, agents or employees of TriMas or any other TriMas Entity (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at law or in equity, whether arising under any Contract, by operation of law or otherwise, existing or arising from or relating to any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution Date, whether or not known as of the Distribution Date, including in connection with the transactions and all other activities to implement the Separation or the Distribution. (b) Except (i) as provided in Section 6.1(c), (ii) as may be otherwise provided in this Agreement or any Ancillary Agreement and (iii) for any matter for which any TriMas Indemnified Party is entitled to indemnification pursuant to this Article VI, effective as of the Distribution, TriMas does hereby, for itself and each other TriMas Entity and their respective Affiliates, Predecessors, successors and assigns, and, to the extent TriMas legally may, all Persons that at any time prior to the Distribution have been stockholders, directors, officers, members, agents or employees of TriMas or any other TriMas Entity (in each case, in their respective capacities as such), release and forever discharge each Horizon Entity, their respective Affiliates, successors and assigns, and all Persons that at any time prior to the Distribution have been stockholders, directors, officers, members, agents or employees of Horizon or any other Horizon Entity (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at law or in equity, whether arising under any Contract, by operation of law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution Date, whether or not known as of the Distribution Date, including in connection with the transactions and all other activities to implement the Separation or the Distribution. (c) Nothing contained in Sections 6.1(a) or 6.1(b) will impair any right of any Person to enforce this Agreement, any Ancillary Agreement, including the applicable Schedules hereto and thereto, or any arrangement that is not to terminate as of the Distribution, as specified in Section 2.3(b). In addition, nothing contained in Sections 6.1(a) or 6.1(b) will release any Person from: (i) any Liability provided in or resulting from any Contract among any TriMas Entities and any Horizon Entities that is not to terminate as of the Distribution, as specified in Section 2.3(b), or any other Liability that is not to terminate as of the Distribution, as specified in Section 2.3(b); (ii) any Liability assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Ancillary Agreement; or (iii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 6.1; provided that the Parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Person with respect to any Liability to the extent that such Person would be released with respect to such Liability by this Section 6.1 but for the provisions of this clause (iii). (d) Horizon will not make, and will not permit any other Horizon Entity to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim for indemnification, against any TriMas Entity, or any other Person released pursuant to Section 6.1(a), with respect to any Liabilities released pursuant to Section 6.1(a). TriMas will not, and will not permit any other TriMas Entity to, make any claim or demand, or commence any Action asserting any claim or demand, including any claim for indemnification, against any Horizon Entity, or any other Person released pursuant to Section 6.1(b), with respect to any Liabilities released pursuant to Section 6.1(b).

  • Waiver of Liquidation Distributions In connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity. In the event the Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination.

  • Distribution of UDP and TCP queries DNS probes will send UDP or TCP “DNS test” approximating the distribution of these queries.

  • Distribution of Profits Any and all net income accruing to the Joint Venture shall be distributed equally to the Parties.

  • Distribution Agreement This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company. The transactions contemplated by this Agreement have been duly authorized by the Company.

  • Distribution of Literature FSFSA representatives may, during non-working hours or during any breaks, distribute employee organization literature. The FSFSA agrees that nothing of a libelous, racist, sexist, obscene, or partisan political nature shall be so distributed.

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