Distributions and other payments. The Trustee shall make payment to such persons, including the Employer, the Trustee, the Named Fiduciary, the Plan recordkeeper and Participants, as the Named Fiduciary may direct from time to time. The Named Fiduciary shall be responsible for insuring that any distribution or other payment from the Trust Fund conforms to the provisions of the Plan and ERISA. Excluding those fees and expenses set forth in this Agreement and the Plan's recordkeeping agreement, which may be paid from the Trust Fund if not paid directly by the Employer, the Named Fiduciary's direction to pay fees or expenses relating to the administration of the Plan or Trust Fund shall be in the form of a certificate substantially in the form as set forth in Exhibit "A". Notwithstanding any other provisions of this Agreement, the Trustee may condition any distribution or other payment of Trust Fund assets upon receipt of satisfactory assurances that the approval of appropriate governmental agencies or other authorities has been secured and that all notice and other procedures required by applicable law have been satisfied. The Trustee shall be entitled to rely conclusively upon the Named Fiduciary's directions and shall not be liable for any distribution or other payment made in reliance upon the Named Fiduciary's directions.
Distributions and other payments. 6.1 No distribution or deemed distribution, within the meaning of section 1000 or sections 1022-1027 of CTA 2010, has been made (or will be deemed to have been made) by the Company, except dividends shown in their statutory accounts, and Company is not bound to make any such distribution.
6.2 The Company has not, within the period of seven years preceding Completion, been engaged in, nor been a party to, any of the transactions set out in Chapter 5 of Part 23 of CTA 2010 (demergers).
Distributions and other payments. If an Event of Default is continuing (or if an Event of Default would occur as a result therefrom), neither the Borrower nor the Parent shall:
Distributions and other payments. (a) So far as the Warrantors are aware, no Group Company has at any time after 6 April 1965:
(i) made (and will not be deemed to have made) any distribution within the meaning of section 1000 of the CTA 2010 (formerly sections 209 and 210 of the ICTA 1988) except dividends properly authorised and shown in its accounts nor is any Group Company bound to make any such distribution;
(ii) repaid or agreed to repay or redeemed or agreed to redeem or purchased or agreed to purchase or granted an option under which it may become liable to purchase any shares of any class of its issued share capital; or
(iii) capitalised or agreed to capitalise in the form of shares or debentures any profits or reserves of any class or description or otherwise issued or agreed to issue any share capital other than for the receipt of new consideration (within the meaning of Chapter 2, Part 23 of the CTA 2010 (formerly Part VI of the ICTA 1988)) or passed or agreed to pass any resolution to do so.
(b) No securities (within the meaning of Chapter 2, Part 23 of the CTA 2010 (formerly Part VI of the ICTA 1988)) issued by any Group Company and remaining in issue at the date of this agreement were issued in such circumstances that any interest or other distribution out of assets in respect thereof, falls to be treated as a distribution under section 1000 (1)(D) or (E) or (F) (formerly 209(2)(d), or (e) of the ICTA 1988), nor has any Group Company agreed to issue securities (within that meaning) in such circumstances.
(c) No rents, annual payments, expenses, charges or other sums of an income nature, paid or payable by any Group Company are or may be wholly or partially disallowable as deductions, management expenses or charges in computing taxable profits for Taxation purposes.
(d) No Group Company has since 1 July 2009 received any dividend or other income distribution which was not exempt under the provisions of Chapter 2 or 3 of Part 9A of the CTA 2009.
(e) No Group Company has received any capital distribution to which the provisions of section 189 (Capital distribution of chargeable gains: recovery of tax from shareholder) of the TCGA 1992 could apply.
Distributions and other payments. No distribution or deemed distribution, within the meaning of section 1000 or sections 1022- 1027 of CTA 2010, has been made (or will be deemed to have been made) by the Company, except dividends shown in their unaudited accounts, and the Company is not bound to make any such distribution.
Distributions and other payments. No distribution or deemed distribution for Tax purposes, has been made (or will be deemed to have been made) by the Company, except dividends shown in its statutory accounts, and the Company is not bound to make any such distribution.
Distributions and other payments. (a) Subject to clauses 27.13(b) and 27.13(c), no Obligor shall:
(i) declare or pay (including by way of set-off, combination of accounts or otherwise) any dividend or redeem or make any other distribution or payment (whether in cash or in specie), including any interest and/or unpaid dividends, in respect of its equity or any other share capital or any warrants for the time being in issue; or
(ii) make any payment (including by way of set-off, combination of accounts or otherwise) by way of interest, or repayment, redemption, purchase or other payment, in respect of any shareholder loan, loan stock or similar instrument, (each a Distribution).
(b) An Owner may only declare, pay or make a Distribution to the Borrower.
(c) The Borrower may only declare, pay or make a Distribution where each of the following conditions is satisfied:
(i) no Event of Default is continuing or would result from doing so; and
(ii) after giving effect to any Distribution, the Group would remain in compliance with the financial covenants set out in clause 20 (Financial covenants) and clause 25.13 (Security shortfall).
Distributions and other payments. (a) The Lessee shall not pay (including by way of set‑off, combination of accounts or otherwise) any dividend or redeem or make any other distribution or payment (whether in cash or in specie), including any interest and/or unpaid dividends, in respect of its equity or any other share capital or any warrants for the time being in issue if a Dividend Restriction Event occurs and is continuing.
(b) If no Dividend Restriction Event has occurred and is continuing, the Lessee may declare payment of dividends or make any other distribution in respect of any period ending on a Dividend Restriction Event Testing Date in an amount not exceeding the available cash standing to the credit of the Dividend Lock-up Account as of that Dividend Restriction Event Testing Date (the "Available Cash") provided that on the date on which the Available Cash is paid out from the Dividend Lock-up Account the funds standing to the credit of the Dividend Lock-up Account shall be in excess of the amount of the Available Cash.
(c) Without prejudice to paragraph (a) above, the Lessor hereby confirms that the Lessee is authorised to make payment to a contractor to settle mobilisation fee for the purpose of mobilising the Rig to a location required under a Sub-lease for commencement of work provided that (i) such mobilisation fee will be reimbursed by the relevant Sub-lessee pursuant to the terms of the Sub-lease and (ii) such payment is made against presentation of a copy of an invoice evidencing payment of such fee.
Distributions and other payments. 28.12.1 The Parent shall not declare or pay (including by way of set-off, combination of accounts or otherwise) any dividend, redemption of shares or other payment to its shareholders until the latest to occur of (i) 30 June 2014 and (ii) the Newbuilding Date. Thereafter, a dividend of up to fifty percent (50%) of the Parent’s consolidated net income may be declared or paid on a quarterly basis provided that:
(a) the Group is on a consolidated basis in pro forma compliance with clause 20 (Financial covenants) after giving effect to such dividend paid or declared; and
(b) no Default has occurred or will occur following such dividend paid or declared.
28.12.2 If requested by the Parent, the Agent (acting on the instructions of the Majority Lenders) may approve in writing (if so directed by the Majority Lenders, in their sole discretion) any additional distributions or other payments exceeding the limit permitted pursuant to clause 28.12.1.
Distributions and other payments. Except to the extent the relevant payment is made from amounts standing to the credit of the Distribution Account and for any Permitted Repayment, the Borrower shall not:
(a) pay (including by way of set-off, combination of accounts or otherwise) any dividend or redeem or make any other distribution or payment (whether in cash or in specie), including any interest and/or unpaid dividends, in respect of its equity or any of its other share capital or any warrants for the time being in issue; or
(b) make any payment (including by way of set-off, combination of accounts or otherwise) by way of interest, or repayment, redemption, purchase or other payment, in respect of any Subordinated Loan or Promissory Note to a Shareholder or the Sponsor or another member of the Group or to any other person.
