Common use of Distributions by the Company Clause in Contracts

Distributions by the Company. Subject to applicable law and any ----------------------------- limitations contained elsewhere in this Agreement, distributions of cash or other assets of the Company shall be made in the following order of priority: 6.5.1 First, to Point West an amount sufficient to reduce its Adjusted Capital Contribution to zero; and 6.5.2 Second, to the Members in accordance with their Membership Interests. Notwithstanding the foregoing, to the extent that cash would be available for distribution hereunder, the Company shall first (i) advance to each Member an amount (a "Tax Advance") sufficient to cover the estimated federal and state taxes of such Member (based on the combined maximum effective federal and state income tax rates then in effect for each such Member) resulting from estimated allocations of Net Profits to such Member for prior quarters and for which no prior Tax Advance or distribution has been made and (ii) upon filing of the Company's federal and state tax returns for a Fiscal Year, distribute an amount to each Member at least equal to the amount of such Member's federal and state taxes (based on the combined maximum effective federal and state income tax rates then in effect for each such Member) on the Net Profits actually allocated to such Member for such Fiscal Year, computed taking into account any prior allocations of Net Losses available to offset such income and other distributions to such Member in such Fiscal Year and each Member shall repay any outstanding Tax Advances related to such Fiscal Year. All distributions shall be made only to the Persons who, according to the books and records of the Company, are the holders of record of the Membership Interests in respect of which such distributions are made on the actual date of distribution. Neither the Company nor any Member shall incur any liability for making distributions in accordance with this Section 6.5.

Distributions by the Company. Subject to applicable law At least annually and any ----------------------------- limitations contained elsewhere in this Agreementas soon as ------------------------------ practicable, the Company shall make distributions of cash or other assets of the Company Company; provided that all such distributions may be made only in accordance -------- with applicable law and subject to the restrictions contained elsewhere in this Agreement (including Section 6.7) and/or in the Launch Business Plan or any other business plan subsequently adopted by the Company; provided further that -------- ------- all such distributions shall be made in the following order of priority: 6.5.1 Firstfirst, to Point West in an amount sufficient to reduce its the Adjusted Capital Contribution to zero; and 6.5.2 Secondsecond, to the all Members in accordance with their Membership InterestsEconomic Interests (with any distributions made under this Section 6.5.2 to be made to all Members substantially contemporaneously). Notwithstanding the foregoing, to the extent that cash would be available for distribution hereunder, the Company shall first (i) on or before the date that is five (5) calendar days prior to each date on which estimated taxes are due under the Code, advance to each Member an amount (a "Tax Advance") ----------- sufficient to cover the estimated federal and state taxes of such Member (based on the a combined maximum effective federal and state income tax rates then in effect rate equal to 50% for each such Member) resulting from estimated allocations of Net Profits to such Member for prior quarters and the period for which such estimated taxes are due so long as no prior Tax Advance or distribution has been made with respect to such period and (ii) upon filing on or before the date of the Company's filing by the Company of its federal and state tax returns for a Fiscal Year, distribute an amount to each Member at least equal to the amount of such Member's federal and state taxes (based on the a combined maximum effective federal and state income tax rates then in effect rate equal to 50% for each such Member) on the Net Profits actually allocated to such Member for such Fiscal Year, computed taking into account any prior allocations of Net Losses available to offset such income and other distributions to such Member in such Fiscal Year Year, and each Member shall repay any outstanding Tax Advances related to such Fiscal YearYear to the extent such Tax Advances exceed the amount due to the Member pursuant to clause (ii) of this Section. If such Tax Advances must be repaid, the Manager shall offset the amount of same against the amount otherwise due to the Member pursuant to such clause (ii); any balance of such Tax Advance remaining to be repaid shall be delivered by the Member to the Company within ninety (90) calendar days following notice from the Manager of the amount then due; until such balance, if any, is repaid, the Company shall have a lien against any and each other distribution of cash or property which would otherwise be due to such Member. All distributions shall be made only to the Persons who, according to the books and records of the Company, are the holders of record of the Membership Economic Interests in respect of which such distributions are made on the actual date of distribution. Neither the Company nor any Member shall incur any liability for making distributions in accordance with this Section 6.5.

Distributions by the Company. Subject to applicable ---------------------------- law and any ----------------------------- limitations contained elsewhere in this Agreement, distributions of cash or other assets of the Company shall be made in the following order of priority: 6.5.1 Firstfirst, to Point West in an amount sufficient to reduce its the Adjusted Capital Contribution to $3,000,000; 6.5.2 second, pro rata, (i) to Point West in an amount sufficient to reduce the Adjusted Capital Contribution to zero, (ii) to the Xxxxx XXX in an amount sufficient to reduce the Adjusted Xxxxx XXX Capital Contribution to zero, and (iii) to Isard in an amount sufficient to reduce the Adjusted Isard Capital Contribution to zero; and 6.5.2 Second6.5.3 third, to the Members in accordance with their Membership Interests. Notwithstanding the foregoing, to the extent that cash would be available for distribution hereunder, the Company shall first (i) advance to each Member an amount (a "Tax Advance") sufficient to cover ----------- the estimated federal and state taxes of such Member (based on the combined maximum effective federal and state income tax rates then in effect for each such Member) resulting from estimated allocations of Net Profits to such Member for prior quarters and for which no prior Tax Advance or distribution has been made and (ii) upon filing of the Company's federal and state tax returns for a Fiscal Year, distribute an amount to each Member at least equal to the amount of such Member's federal and state taxes (based on the combined maximum effective federal and state income tax rates then in effect for each such Member) on the Net Profits actually allocated to such Member for such Fiscal Year, computed taking into account any prior allocations of Net Losses available to offset such income and other distributions to such Member in such Fiscal Year and each Member shall repay any outstanding Tax Advances related to such Fiscal Year. All distributions shall be made only to the Persons who, according to the books and records of the Company, are the holders of record of the Membership Interests in respect of which such distributions are made on the actual date of distribution. Neither the Company nor any Member shall incur any liability for making distributions in accordance with this Section 6.5.

Distributions by the Company. Subject to applicable law and any ----------------------------- limitations contained elsewhere in this Agreement, distributions of cash or other assets of the Company shall be made in the following order of priority: 6.5.1 Firstfirst, to Point West an amount sufficient to reduce its the Adjusted Capital Contribution to zero; and 6.5.2 Second, to the Members in accordance with their Membership Interests. Notwithstanding the foregoing, to the extent that cash would be available for distribution hereunder, the Company shall first (i) advance to each Member an amount (a "Tax Advance") sufficient to cover the estimated ------------ federal and state taxes of such Member (based on the combined maximum effective federal and state income tax rates then in effect for each such Member) resulting from estimated allocations of Net Profits to such Member for prior quarters and for which no prior Tax Advance or distribution has been made and (ii) upon filing of the Company's federal and state tax returns for a Fiscal Year, distribute an amount to each Member at least equal to the amount of such Member's federal and state taxes (based on the combined maximum effective federal and state income tax rates then in effect for each such Member) on the Net Profits actually allocated to such Member for such Fiscal Year, computed taking into account any prior allocations of Net Losses available to offset such income and other distributions to such Member in such Fiscal Year and each Member shall repay any outstanding Tax Advances related to such Fiscal Year. All distributions shall be made only to the Persons who, according to the books and records of the Company, are the holders of record of the Membership Interests in respect of which such distributions are made on the actual date of distribution. Neither the Company nor any Member shall incur any liability for making distributions in accordance with this Section 6.5.