Distributions of Available Cash. (a) An amount equal to 100% of Available Cash with respect to each Quarter shall be distributed in accordance with this Section 6.3(a) by the Partnership to the Partners as of the Record Date selected by the General Partner within forty-five (45) days after the end of such Quarter. Except as otherwise required in respect of additional Partnership Interests or other securities issued pursuant to Section 5.6 or Section 5.10, Available Cash shall be distributed as follows: (i) first, 100% to the General Partner and the Unitholders in accordance with their respective Percentage Interests until there has been distributed pursuant to this Section 6.3(a)(i) for the then-current Distribution Period in respect of each Common Unit then Outstanding an amount equal to the Threshold Amount; and (ii) second, the balance, if any, (x) to the General Partner in accordance with its Percentage Interest with respect to its Notional General Partner Units, (y) 23% to the holders of Incentive Distribution Rights, pro rata, and (z) to all Unitholders, pro rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (x) and (y) of this clause (ii). (b) In the event of a Capital Transaction and to the extent that an amount equal to the Net Cash Proceeds from such transaction are not otherwise designated by the Board to be reinvested in the replacement of capital assets by the Partnership or applied to the repayment of a Group Member’s debt or otherwise reserved to provide for the reasonably anticipated obligations of the Company, such Net Cash Proceeds shall be distributed as follows: (i) first, to the General Partner and the Unitholders, pro rata, until the amount distributed in respect of each Unit equals the Unrecovered Preference Amount; and (ii) second, the balance, if any, (x) to the General Partner in accordance with its Percentage Interest with respect to its Notional General Partner Units, (y) 23% to the holders of the Incentive Distribution Rights, pro rata, and (z) to all Unitholders, pro rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (x) and (y) of this clause (ii). (c) In the event of the dissolution and liquidation of the Partnership, all Partnership assets shall be applied and distributed solely in accordance with, and subject to the terms and conditions of, Section 12.4. (d) Each distribution in respect of a Partnership Interest shall be paid by the Partnership, directly or through any Transfer Agent or through any other Person or agent, only to the Record Holder of such Partnership Interest as of the Record Date set for such distribution. Such payment shall constitute full payment and satisfaction of the Partnership’s liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise. (e) Notwithstanding any provision to the contrary contained in this Agreement, the Partnership shall not be required or permitted to make a distribution to any Person in violation of the Delaware Act or other applicable Law. Any distributions pursuant to this Section 6.3 made in error or in violation of applicable Law, will, upon demand by the General Partner, be returned to the Partnership.
Appears in 3 contracts
Samples: Agreement of Limited Partnership (Harbinger Group Inc.), Limited Partnership Agreement (Harbinger Group Inc.), Limited Partnership Agreement (Exco Resources Inc)
Distributions of Available Cash. The Management Committee shall review the Company’s accounts at the end of each calendar quarter to determine whether distributions are appropriate. Subject to § 18-607 of the Delaware Act, the Management Committee shall authorize such distributions of Available Cash as it may determine in its sole discretion. All such distributions of cash shall be made to the Members in the following manner:
(a) An amount equal to 100% of Available Cash with respect First, to each Quarter shall be distributed Member with Series B Convertible Preferred Units and/or Series C Preferred Units ratably in accordance with this Section 6.3(a) by proportion to, and up to, the Partnership to the Partners as sum of the Record Date selected by the General Partner within forty-five (45) days after the end of such Quarter. Except as otherwise required their respective Capital Contributions in respect of additional Partnership Interests or other securities issued pursuant to Section 5.6 or Section 5.10, Available Cash shall be distributed as follows:
Series B Convertible Preferred Units and Series C Preferred Units (i) first, 100% to the General Partner and the Unitholders in accordance with their respective Percentage Interests until there has been distributed after taking into account prior distributions made pursuant to this Section 6.3(a)(iclause (a));
(b) for the then-current Distribution Period Second, to each Member in proportion to, and up to, their respective Capital Contributions in respect of Units (as such Capital Contributions shall have been revalued pursuant to this Agreement and after taking into account prior distributions made pursuant to this clause (b));
(c) Third, to each Common Unit then Outstanding an Member with Series B Convertible Preferred Units and/or Series C Preferred Units ratably in proportion to, and up to, the amount by which the Liquidation Preference (without taking into account any distributions made pursuant to clause (a) above) exceeds the Initial Liquidation Preference for all of the Series B Convertible Preferred Units and/or Series C Preferred Units owned by each such Member;
(d) Fourth, to each Member with Series B Convertible Preferred Units and/or Series C Preferred Units in proportion to, and up to, the amount equal to the Threshold Amountquotient of: (i) the product of the Tax Rate Differential and the amount distributed to such Member pursuant to clause (c) above, and (ii) the difference between one (1) and the maximum marginal federal income and New York State and New York City individual tax rate (including, to the extent applicable, alternative minimum tax, if any) expressed as a decimal (after taking into account prior distributions made pursuant to this clause (d));
(e) Fifth, to each Member with Series A Preferred Units in proportion to, and up to, the sum of (i) the amount by which the Liquidation Preference exceeds the Initial Liquidation Preference for all of the Series A Preferred Units owned by each such Member and (ii) the aggregate Unpaid Distribution Amount for all of the Series A Preferred Units owned by each such Member; and
(iif) secondSixth, to each Member in proportion to the balancePercentage Interests. Notwithstanding anything to the contrary above, if anyAvailable Cash is derived from a transaction that occurs in connection with the dissolution, (x) to the General Partner in accordance with its Percentage Interest with respect to its Notional General Partner Units, (y) 23% to the holders of Incentive Distribution Rights, pro rata, termination and (z) to all Unitholders, pro rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (x) and (y) of this clause (ii).
(b) In the event of a Capital Transaction and to the extent that an amount equal to the Net Cash Proceeds from such transaction are not otherwise designated by the Board to be reinvested in the replacement of capital assets by the Partnership or applied to the repayment of a Group Member’s debt or otherwise reserved to provide for the reasonably anticipated obligations liquidation of the Company, any Available Cash that is derived from or attributable to such Net Cash Proceeds a transaction shall be distributed as follows:
(i) first, to the General Partner and the Unitholders, pro rata, until the amount distributed in respect of each Unit equals the Unrecovered Preference Amount; and
(ii) second, the balance, if any, (x) to the General Partner Members in accordance with its Percentage Interest with respect to its Notional General Partner Units, (y) 23% to the holders Section 13.3. For purposes of the Incentive Distribution Rights, pro rata, and (z) to all Unitholders, pro rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (x) and (y) of this clause (ii).
(c) In the event of the dissolution and liquidation of the Partnership, all Partnership assets shall be applied and distributed solely in accordance with, and subject to the terms and conditions of, Section 12.4.
(d) Each distribution in respect of a Partnership Interest shall be paid by the Partnership, directly or through any Transfer Agent or through any other Person or agent, only to the Record Holder of such Partnership Interest as of the Record Date set for such distribution. Such payment shall constitute full payment and satisfaction of the Partnership’s liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise.
(e) Notwithstanding any provision to the contrary contained in this Agreement, the Partnership Capital Contributions in respect of Series C Preferred Units shall not be required or permitted deemed to make a distribution to any Person in violation of the Delaware Act or other applicable Law. Any distributions pursuant to this Section 6.3 made in error or in violation of applicable Law, will, upon demand by the General Partner, be returned to the Partnershiptheir Initial Liquidation Preference.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Consolidated Container Co LLC), Limited Liability Company Agreement (Consolidated Container Co LLC), Limited Liability Company Agreement (Dean Foods Co)
Distributions of Available Cash. (a) An amount equal Subject to 100% the provisions of Available Cash with respect the applicable Loan Documents and, subject to each Quarter shall any adjustments or modifications required to be made to amounts otherwise required to be distributed in accordance with Section 15.4(a), which adjustments or modifications are set forth in this Section 6.3(a) Agreement, or in any Vesting Agreement with respect to LTIP Units , the General Partner shall cause the Partnership to distribute, at least quarterly, all Available Cash generated by the Partnership during such quarter to the Partners as Holders of Units on the Partnership Record Date selected by established with respect to such quarter, pro rata in proportion to the General Partner within forty-five (45) days after the end respective Percentage Interests of such QuarterHolders on such Partnership Record Date. Except as otherwise required Distributions payable with respect to any Units (other than LTIP Units) that were not outstanding during the entire quarterly period in respect of additional Partnership Interests or other securities issued pursuant to Section 5.6 or Section 5.10, Available Cash which any distribution is made shall be distributed as follows:
(i) first, 100% to prorated based on the General Partner and the Unitholders in accordance with their respective Percentage Interests until there has been distributed pursuant to this Section 6.3(a)(i) for the then-current Distribution Period in respect of each Common Unit then Outstanding an amount equal to the Threshold Amount; and
(ii) second, the balance, if any, (x) to the General Partner in accordance with its Percentage Interest with respect to its Notional General Partner Units, (y) 23% to the holders of Incentive Distribution Rights, pro rata, and (z) to all Unitholders, pro rata, a percentage equal to 100% less the sum portion of the percentages applicable to subclauses (x) and (y) of this clause (ii)period that such Units were outstanding.
(b) In Notwithstanding Section 5.1(a), the event General Partner may make distributions of a Capital Transaction and Available Cash to Holders of LTIP Units to the extent that an amount equal to the Net Cash Proceeds from such transaction are not otherwise designated by the Board to be reinvested in the replacement of capital assets by the Partnership permitted or applied to the repayment of a Group Member’s debt or otherwise reserved to provide for the reasonably anticipated obligations of the Company, such Net Cash Proceeds shall be distributed as follows:
(i) first, to the General Partner and the Unitholders, pro rata, until the amount distributed in respect of each Unit equals the Unrecovered Preference Amount; and
(ii) second, the balance, if any, (x) to the General Partner required in accordance with its Percentage Interest with respect Section 15.4(b) or Section 15.4(c), including any modification to its Notional General Partner UnitsSection 15.4(b) or Section 15.4(c) or as may be set forth in any Vesting Agreement, (y) 23% to the holders which distributions shall not be considered a distribution of the Incentive Distribution Rights, pro rata, and (zAvailable Cash under this Section 5.1(a) to all Unitholders, pro rata, a percentage equal which Holders of Common Units are otherwise entitled to 100% less the sum of the percentages applicable to subclauses (x) and (y) of this clause (ii)participate.
(c) In Subject to the event provisions of the dissolution applicable Loan Documents, the General Partner in its sole and liquidation of absolute discretion, may distribute to the PartnershipHolders Available Cash on a more frequent basis and provide for an appropriate Partnership Record Date. Notwithstanding anything herein to the contrary, all the General Partner shall make such reasonable efforts, as determined in its sole and absolute discretion and consistent with Omega REIT’s qualification as a REIT, to cause the Partnership assets to distribute sufficient amounts in cash to enable Omega REIT to pay stockholder dividends in cash that will (i) satisfy the requirements for its qualification as a REIT under the Code and Regulations (the “REIT Requirements”) and (ii) except to the extent otherwise determined by the General Partner, in its sole and absolute discretion, avoid any federal income or excise tax liability for Omega REIT. Any distributions made pursuant to the authority provided in this Section 5.1(c) shall otherwise be applied and distributed solely in accordance withconsidered to be a distribution made pursuant, and subject shall otherwise be required to comply with the terms and conditions requirements of, Section 12.45.1(a).
(d) Each distribution Notwithstanding the foregoing, any Indemnification Obligation to be paid in respect of a Partnership Interest cash in accordance with the Merger Agreement shall be paid by the Partnership, directly or through any Transfer Agent or through any made from distributions that would otherwise have been payable to Partners other Person or agent, only to the Record Holder of such Partnership Interest as of the Record Date set for such distribution. Such payment shall constitute full payment and satisfaction of the Partnership’s liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise.
(e) Notwithstanding any provision to the contrary contained in this Agreement, the Partnership shall not be required or permitted to make than a distribution to any Person in violation of the Delaware Act or other applicable Law. Any distributions pursuant to this Section 6.3 made in error or in violation of applicable Law, will, upon demand by the General Partner, be returned to the Partnership.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Hot Springs Cottages Owner, LLC), Limited Partnership Agreement (Omega Healthcare Investors Inc)
Distributions of Available Cash. (a) An amount equal to 100% of Available Cash with respect to each any Quarter shall be distributed in accordance with this Section 6.3(a) by the Partnership to the Partners as of the Record Date selected by the General Partner within forty-five (45) days after the end of such Quarter. Except follows, except as otherwise required in respect of additional Partnership Interests or other securities issued pursuant to Section 5.6 or Section 5.10, Available Cash shall be distributed as follows:5.5(b):
(i) firstFirst, 100% to the General Partner and the Unitholders in accordance with their respective Percentage Interests all Unitholders, Pro Rata, until there has been distributed pursuant to this Section 6.3(a)(i) for the then-current Distribution Period in respect of each Common Unit then Outstanding an amount equal to the Threshold Amount; andMinimum Quarterly Distribution for such Quarter;
(ii) secondSecond, to the balanceGeneral Partner and all Unitholders, if anyPro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter;
(iii) Third, (xA) to the General Partner in accordance with its Percentage Interest with respect to its Notional General Partner UnitsInterest, (yB) 2313% to the holders of the Incentive Distribution Rights, pro rataPro Rata, and (zC) to all Unitholders, pro rataPro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (xA) and (yB) of this clause (iiiii).
(b) In the event of a Capital Transaction and to the extent that an amount equal to the Net Cash Proceeds from such transaction are not otherwise designated by the Board to be reinvested in the replacement of capital assets by the Partnership or applied to the repayment of a Group Member’s debt or otherwise reserved to provide for the reasonably anticipated obligations of the Company, such Net Cash Proceeds shall be distributed as follows:
(i) first, to the General Partner and the Unitholders, pro rata, until the amount there has been distributed in respect of each Unit equals then Outstanding an amount equal to the Unrecovered Preference Amount; andexcess of the Second Target Distribution over the First Target Distribution for such Quarter;
(iiiv) second, the balance, if anyFourth, (xA) to the General Partner in accordance with its Percentage Interest with respect to its Notional General Partner UnitsInterest, (yB) 23% to the holders of the Incentive Distribution Rights, pro rataPro Rata, and (zC) to all Unitholders, pro rataPro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (xA) and (yB) of this clause (iiiv).
(c) In the event of the dissolution and liquidation of the Partnership, all Partnership assets shall be applied and until there has been distributed solely in accordance with, and subject to the terms and conditions of, Section 12.4.
(d) Each distribution in respect of a Partnership Interest shall be paid by the Partnership, directly or through any Transfer Agent or through any other Person or agent, only each Unit then Outstanding an amount equal to the Record Holder of such Partnership Interest as excess of the Record Date set Third Target Distribution over the Second Target Distribution for such distribution. Such payment shall constitute full payment and satisfaction Quarter; and
(v) Thereafter, (A) to the General Partner in accordance with its Percentage Interest, (B) 48% to the holders of the Partnership’s liability in respect of such paymentIncentive Distribution Rights, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise.
Pro Rata, and (eC) Notwithstanding any provision to all Unitholders, Pro Rata, a percentage equal to 100% less the contrary contained in this Agreement, the Partnership shall not be required or permitted to make a distribution to any Person in violation sum of the Delaware Act or other percentages applicable Law. Any distributions pursuant to subclauses (A) and (B) of this Section 6.3 made in error or in violation of applicable Law, will, upon demand by the General Partner, be returned to the Partnershipclause (v).
Appears in 2 contracts
Samples: Agreement of Limited Partnership (Hess Midstream Partners LP), Partnership Restructuring Agreement (Hess Midstream Partners LP)
Distributions of Available Cash. (ai) An amount equal The Company shall not make any distributions among the Members except as provided in Section 5.1(c), Section 5.2, and Article X; provided that, (A) the Company may make distributions among the Members pursuant to 100% this Section 5.1(b) following the date on which there are no Series A Preferred Units outstanding; and (B) commencing with the first full fiscal quarter following the fiscal quarter in which the In-Service Date occurs and so long as all distributions required to be paid by the Company in accordance with Section 5.1(c) have been timely paid in accordance with Section 5.1(c), the Board may elect to cause the Company to make distributions of Available Cash in 37 respect of any fiscal quarter of the Company on the Series A Preferred Distribution Payment Date for such fiscal quarter (the “Quarterly AC Distribution Date”) as follows:
(A) if no Funded Indebtedness of the Company or its Subsidiaries is outstanding on the applicable Quarterly AC Distribution Date, then the Company may make distributions of Available Cash with respect to each Quarter shall be distributed the relevant fiscal quarter (1) __% to redeem, on a pro rata basis, the Series A Preferred Units in accordance with this Section 6.3(a4.8(b) by (except that the Partnership to the Partners as of the Record Date selected by the General Partner within forty-five Minimum Optional Redemption Amount shall not apply) and (452) days after the end of such Quarter. Except as otherwise required in respect of additional Partnership Interests or other securities issued pursuant to Section 5.6 or Section 5.10, Available Cash shall be distributed as follows:
(i) first, 100__% to the General Partner and the Unitholders Holders of Common Units in accordance with their respective Percentage Interests until there has been distributed pursuant to this Section 6.3(a)(i) for the then-current Distribution Period in respect of each Common Unit then Outstanding an amount equal to the Threshold Amount5.1(b)(iii); and
(B) if (1) Funded Indebtedness of the Company or its Subsidiaries is outstanding on the applicable Quarterly AC Distribution Date and (2) the Leverage Ratio is ___ or below, then the Company may make distributions of Available Cash with respect to the relevant fiscal quarter (a) __% to redeem, on a pro rata basis, the Series A Preferred Units in accordance with Section 4.8(b) (except that the Minimum Optional Redemption Amount shall not apply) and (b) __% to the Holders of Common Units in accordance with Section 5.1(b)(iii).
(ii) secondIn no event shall distributions made in accordance with Section 5.1(b)(i) in any fiscal quarter exceed the Maximum Quarterly AC Distribution Amount without Preferred Approval.
(iii) Subject to Section 5.1(b)(i), the balanceBoard shall, following the end of each fiscal quarter, determine the amount of Available Cash distributable to the Holders of Common Units in accordance with Section 5.1(b)(i), if any, (x) and promptly, on or following the Series A Preferred Distributions Payment Date for such fiscal quarter, distribute any such Available Cash to the General Partner in accordance with its Percentage Interest with respect to its Notional General Partner Units, Holders of Common Units pro rata (y) 23% to based on the holders Common Unit Sharing Percentages of Incentive Distribution Rights, pro rata, and (z) to all Unitholders, pro rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (x) and (y) of this clause (iisuch Holders).
(b) In the event of a Capital Transaction and to the extent that an amount equal to the Net Cash Proceeds from such transaction are not otherwise designated by the Board to be reinvested in the replacement of capital assets by the Partnership or applied to the repayment of a Group Member’s debt or otherwise reserved to provide for the reasonably anticipated obligations of the Company, such Net Cash Proceeds shall be distributed as follows:
(i) first, to the General Partner and the Unitholders, pro rata, until the amount distributed in respect of each Unit equals the Unrecovered Preference Amount; and
(ii) second, the balance, if any, (x) to the General Partner in accordance with its Percentage Interest with respect to its Notional General Partner Units, (y) 23% to the holders of the Incentive Distribution Rights, pro rata, and (z) to all Unitholders, pro rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (x) and (y) of this clause (ii).
(c) In the event of the dissolution and liquidation of the Partnership, all Partnership assets shall be applied and distributed solely in accordance with, and subject to the terms and conditions of, Section 12.4.
(d) Each distribution in respect of a Partnership Interest shall be paid by the Partnership, directly or through any Transfer Agent or through any other Person or agent, only to the Record Holder of such Partnership Interest as of the Record Date set for such distribution. Such payment shall constitute full payment and satisfaction of the Partnership’s liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise.
(e) Notwithstanding any provision to the contrary contained in this Agreement, the Partnership shall not be required or permitted to make a distribution to any Person in violation of the Delaware Act or other applicable Law. Any distributions pursuant to this Section 6.3 made in error or in violation of applicable Law, will, upon demand by the General Partner, be returned to the Partnership.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Summit Midstream Partners, LP)
Distributions of Available Cash. (ai) An amount equal Subject to Section 5.01(b)(ii), the Managing Member shall cause the Company to make a distribution of 100% of all Available Cash with in respect to each of a particular Fiscal Quarter shall be distributed in accordance with this Section 6.3(a) by the Partnership to the Partners Common Members in respect of the Common Units outstanding as of the Record Date selected by the General Partner within forty-five (45) days after the end of such Fiscal Quarter (it being understood that, as of the Effective Date, the Crestwood Member shall be the only Common Member), provided that, if such distribution is prior to a Conversion, immediately prior to making such distribution (A) the Company has distributed any Series A Quarterly Distribution required with respect to such Fiscal Quarter. Except , (B) there are no Series A Quarterly Distributions required to have been distributed pursuant to Section 5.01(a) with respect to any concluded Fiscal Quarter that remain unpaid, (C) no Series B Preferred Units are outstanding and (D) the Managing Member and the Company have each provided the Holdings Member with a written certificate in the form attached as otherwise required Exhibit B at least three Business Days prior to making such distribution specifying that as of such time, no Material Adverse Change has occurred, nor will any Material Adverse Change occur as a result of the Company’s making such distribution.
(ii) If a Conversion has not yet occurred, in addition to fulfilling the conditions set forth in the proviso of Section 5.01(b)(i), at any time after (A) if the Special Partial Redemption has not occurred, December 31, 2023, or (B) if the Special Partial Redemption has occurred, December 31, 2025, the Managing Member shall cause the Company to make a distribution of 100% of all Available Cash in respect of additional Partnership Interests or other securities issued pursuant to Section 5.6 or Section 5.10, Available Cash shall be distributed a particular Fiscal Quarter as follows:
(iA) firstFirst, 100% pro rata to the General Partner Holdings Member and the Unitholders Crestwood Member in accordance with their respective Percentage Interests until there has been distributed pursuant to this Section 6.3(a)(i) for the then-current Distribution Period in respect respective aggregate Capital Contributions (but disregarding any contributions as contemplated by Section 4.05) as of each Common Unit then Outstanding an amount equal to the Threshold Amountmaking of such distribution; and
(ii) secondprovided that, for the balance, if anypurpose of this Section 5.01(b)(ii), (x1) to “Available Cash” shall include the General Partner in accordance with its Percentage Interest with respect to its Notional General Partner Units, (y) 23% to the holders of Incentive Distribution Rights, pro rata, and (z) to all Unitholders, pro rata, a percentage equal to 100% less the sum aggregate amount of the percentages applicable to subclauses (x) and (y) of this clause (ii).
(b) In the event of a Capital Transaction and to the extent that an amount equal to the Net Cash Proceeds from such transaction are not otherwise designated by the Board Series A Quarterly Distribution required to be reinvested in the replacement of capital assets by the Partnership or applied to the repayment of a Group Member’s debt or otherwise reserved to provide for the reasonably anticipated obligations of the Company, such Net Cash Proceeds shall be distributed as follows:
(i) first, to the General Partner and the Unitholders, pro rata, until the amount distributed in respect of each Unit equals the Unrecovered Preference Amount; and
(ii) second, the balance, if any, (x) to the General Partner in accordance with its Percentage Interest Series A Preferred Units with respect to its Notional General Partner Units, such Fiscal Quarter and (y2) 23% the amount of Available Cash deemed to have been distributed to the holders of the Incentive Distribution Rights, pro rata, and (z) to all Unitholders, pro rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (x) and (y) Holdings Member for purposes of this clause (ii).
(cSection 5.01(b)(ii) In shall include the event amount of the dissolution and liquidation of the Partnership, all Partnership assets shall any such Series A Quarterly Distribution required to be applied and distributed solely in accordance with, and subject to the terms and conditions of, Section 12.4.
(d) Each distribution in Holdings Member with respect of a Partnership Interest shall be paid by the Partnership, directly or through any Transfer Agent or through any other Person or agent, only to the Record Holder of such Partnership Interest as of the Record Date set for such distribution. Such payment shall constitute full payment and satisfaction of the Partnership’s liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise.
(e) Notwithstanding any provision to the contrary contained in this Agreement, the Partnership shall not be required or permitted to make a distribution to any Person in violation of the Delaware Act or other applicable Law. Any distributions pursuant to this Section 6.3 made in error or in violation of applicable Law, will, upon demand by the General Partner, be returned to the Partnership.Fiscal Quarter; and
Appears in 1 contract
Samples: Limited Liability Company Agreement (Crestwood Midstream Partners LP)
Distributions of Available Cash. (a) An amount equal to 100% of Available Cash with respect to each Quarter fiscal quarter of the Company shall be distributed in accordance with this Section 6.3(a) by the Partnership to the Partners as of the Record Date selected by the General Partner Members in proportion to their relative Percentage Interests within forty-five (45) 45 days after the end of such Quarter. Except quarter; provided, however, that Vulcan hereby directs the Company to pay to PAA (on behalf of Vulcan), at such time as otherwise required in respect the Company makes distributions of additional Partnership Interests or other securities issued pursuant to Section 5.6 or Section 5.10, Available Cash to the Members with respect to the first fiscal quarter of 2006 and the first fiscal quarter of each subsequent calendar year through and including 2015, in consideration of the provision by PAA of a disproportionate guaranty to Sempra Energy Trading Corp. in connection with the Purchase Agreement, the first $100,000 that otherwise would have been distributed to Vulcan with respect to such quarter (and if Vulcan’s share of Available Cash is insufficient to pay the entire $100,000, the shortfall will be carried forward and paid by the Company (on behalf of Vulcan) in the next fiscal quarter that such funds are available)
(b) Notwithstanding Section 4.1(a), from and after the Trigger Year, PAA shall be distributed entitled to the following distributions from Available Cash as followsa management fee prior to any additional distributions of Available Cash to the Members:
(i) first, 100% With respect to the General Partner and first fiscal year of the Unitholders Company that EBITDA (excluding accruals, if any, associated with the management fee described in accordance with their respective Percentage Interests until there has been distributed pursuant to this Section 6.3(a)(i4.1(b)) for is greater than $75,000,000 (the then-current Distribution Period “Trigger Year”), PAA shall receive a distribution equal to the product of (x) $6,000,000 and (y) the lesser of (A) five and (B) the number of full fiscal years of the Company (including the Trigger Year) that have occurred since the formation of the Company. Subject to Section 4.1(c), such amount shall be paid from the distribution in respect of each Common Unit then Outstanding an amount equal to the Threshold Amount; andfourth quarter of the Trigger Year.
(ii) secondWith respect to each fiscal year after the Trigger Year, PAA shall receive a distribution equal to the balance, if any, greater of (x) to the General Partner in accordance with its Percentage Interest with respect to its Notional General Partner Units, (y) 23% to the holders of Incentive Distribution Rights, pro rata, and (z) to all Unitholders, pro rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (x) $2,000,000 and (y) 2% of EBITDA for such year. The amounts payable under this clause (ii) shall be paid in equal quarterly installments of $500,000, and if any additional amount is payable pursuant to clause (ii)(y).
(b) In the event of a Capital Transaction and , subject to the extent that an amount equal to the Net Cash Proceeds from such transaction are not otherwise designated by the Board to be reinvested in the replacement of capital assets by the Partnership or applied to the repayment of a Group Member’s debt or otherwise reserved to provide for the reasonably anticipated obligations of the CompanySection 4.1(c), such Net Cash Proceeds amount shall be distributed as follows:
(i) first, to paid from the General Partner and the Unitholders, pro rata, until the amount distributed distribution in respect of each Unit equals the Unrecovered Preference Amount; and
(ii) second, the balance, if any, (x) to the General Partner in accordance with its Percentage Interest with respect to its Notional General Partner Units, (y) 23% to the holders fourth quarter of the Incentive Distribution Rights, pro rata, and (z) to all Unitholders, pro rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (x) and (y) of this clause (ii)such year.
(c) In If Available Cash is insufficient to pay the event of entire amount payable pursuant to Section 4.1(b), the dissolution shortfall will be carried forward and liquidation of paid by the Partnership, all Partnership assets shall be applied and distributed solely Company in accordance with, and subject to the terms and conditions of, Section 12.4next fiscal quarter that such funds are available.
(d) Each distribution in respect of a Partnership Interest shall be paid by the Partnership, directly or through any Transfer Agent or through any other Person or agent, only The parties agree to the Record Holder of such Partnership Interest treat amounts distributed to PAA pursuant to Section 4.1(b) as “guaranteed payments” pursuant to Section 707(c) of the Record Date set for Code (any such distribution. Such payment shall constitute full payment and satisfaction of the Partnership’s liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise.
(e) Notwithstanding any provision to the contrary contained in this Agreement, the Partnership shall not be required or permitted to make a distribution to any Person in violation of the Delaware Act or other applicable Law. Any distributions pursuant to this Section 6.3 made in error or in violation of applicable Law, will, upon demand by the General Partner, be returned to the Partnership“PAA Management Fee”).
Appears in 1 contract
Samples: Limited Liability Company Agreement (Plains All American Pipeline Lp)
Distributions of Available Cash. (ai) An amount equal Subject to Section 5.01(b)(ii), the Managing Member shall cause the Company to make a distribution of 100% of all Available Cash with in respect to each of a particular Fiscal Quarter shall be distributed in accordance with this Section 6.3(a) by the Partnership to the Partners Common Members in respect of the Common Units outstanding as of the Record Date selected by the General Partner within forty-five (45) days after the end of such Fiscal Quarter (it being understood that, as of the Effective Date, the Crestwood Member shall be the only Common Member), provided that, if such distribution is prior to a Conversion, immediately prior to making such distribution (A) the Company has distributed any Series A-2 Quarterly Distribution required with respect to such Fiscal Quarter. Except , (B) there are no Series A-2 Quarterly Distributions required to have been distributed pursuant to Section 5.01(a) with respect to any concluded Fiscal Quarter that remain unpaid, (C) no Series B Preferred Units are outstanding and (D) the Managing Member and the Company have each provided the Holdings Member with a written certificate in the form attached as otherwise required Exhibit B at least three Business Days prior to making such distribution specifying that as of such time, no Material Adverse Change has occurred, nor will any Material Adverse Change occur as a result of the Company’s making such distribution.
(ii) If a Conversion has not yet occurred, in addition to fulfilling the conditions set forth in the proviso of Section 5.01(b)(i), at any time after the fifth anniversary of the Effective Date, the Managing Member shall cause the Company to make a distribution of 100% of all Available Cash in respect of additional Partnership Interests or other securities issued pursuant to Section 5.6 or Section 5.10, Available Cash shall be distributed a particular Fiscal Quarter as follows:
: -40- (iA) firstFirst, 100% pro rata to the General Partner Holdings Member and the Unitholders Crestwood Member in accordance with their respective Percentage Interests until there has been distributed pursuant to this Section 6.3(a)(i) for the then-current Distribution Period in respect respective aggregate Capital Contributions (but disregarding any contributions as contemplated by Section 4.05) as of each Common Unit then Outstanding an amount equal to the Threshold Amountmaking of such distribution; and
(ii) secondprovided that, for the balance, if anypurpose of this Section 5.01(b)(ii), (x1) to “Available Cash” shall include the General Partner in accordance with its Percentage Interest with respect to its Notional General Partner Units, (y) 23% to the holders of Incentive Distribution Rights, pro rata, and (z) to all Unitholders, pro rata, a percentage equal to 100% less the sum aggregate amount of the percentages applicable to subclauses (x) and (y) of this clause (ii).
(b) In the event of a Capital Transaction and to the extent that an amount equal to the Net Cash Proceeds from such transaction are not otherwise designated by the Board Series A-2 Quarterly Distribution required to be reinvested in the replacement of capital assets by the Partnership or applied to the repayment of a Group Member’s debt or otherwise reserved to provide for the reasonably anticipated obligations of the Company, such Net Cash Proceeds shall be distributed as follows:
(i) first, to the General Partner and the Unitholders, pro rata, until the amount distributed in respect of each Unit equals the Unrecovered Preference Amount; and
(ii) second, the balance, if any, (x) to the General Partner in accordance with its Percentage Interest Series A-2 Preferred Units with respect to its Notional General Partner Units, such Fiscal Quarter and (y2) 23% the amount of Available Cash deemed to have been distributed to the holders of the Incentive Distribution Rights, pro rata, and (z) to all Unitholders, pro rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (x) and (y) Holdings Member for purposes of this clause Section 5.01(b)(ii) shall include the amount of any such Series A-2 Quarterly Distribution required to be distributed to the Holdings Member with respect to such Fiscal Quarter; and SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (ii***).
(c) In the event of the dissolution and liquidation of the Partnership, all Partnership assets shall be applied and distributed solely in accordance with, and subject to the terms and conditions of, Section 12.4.
(d) Each distribution in respect of a Partnership Interest shall be paid by the Partnership, directly or through any Transfer Agent or through any other Person or agent, only to the Record Holder of such Partnership Interest as of the Record Date set for such distribution. Such payment shall constitute full payment and satisfaction of the Partnership’s liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise.
(e) Notwithstanding any provision to the contrary contained in this Agreement, the Partnership shall not be required or permitted to make a distribution to any Person in violation of the Delaware Act or other applicable Law. Any distributions pursuant to this Section 6.3 made in error or in violation of applicable Law, will, upon demand by the General Partner, be returned to the Partnership.
Appears in 1 contract
Samples: Limited Liability Company Agreement
Distributions of Available Cash. (a) An amount equal to 100% of Available Cash with respect to each Quarter shall be distributed in accordance with this any Quarter, subject to Section 6.3(a) by the Partnership to the Partners as 17-607 of the Record Date selected by the General Partner within forty-five (45) days after the end of such Quarter. Except as otherwise required in respect of additional Partnership Interests or other securities issued pursuant to Section 5.6 or Section 5.10Delaware Act, Available Cash shall be distributed as follows:
(i) firstFirst, 100% to the General Partner and the Unitholders in accordance with their respective Percentage Interests Interests, until there has been distributed pursuant to this Section 6.3(a)(i) for the then-current Distribution Period in respect of each Common Unit then Outstanding an amount equal to the Threshold Amount; andMinimum Quarterly Distribution for such Quarter;
(ii) secondSecond, 100% to the balanceGeneral Partner and the Unitholders in accordance with their respective Percentage Interests, if anyuntil there has been distributed in respect of each Unit an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter;
(iii) Third, (xA) to the General Partner in accordance with its Percentage Interest with respect to its Notional General Partner Units, Interest; (yB) 2313% to the holders of the Incentive Distribution Rights, pro rata, Pro Rata; and (zC) to all Unitholders, pro rataPro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (xA) and (yB) of this clause (iiiii).
(b) In the event of a Capital Transaction and to the extent that an amount equal to the Net Cash Proceeds from such transaction are not otherwise designated by the Board to be reinvested in the replacement of capital assets by the Partnership or applied to the repayment of a Group Member’s debt or otherwise reserved to provide for the reasonably anticipated obligations of the Company, such Net Cash Proceeds shall be distributed as follows:
(i) first, to the General Partner and the Unitholders, pro rata, until the amount there has been distributed in respect of each Unit equals an amount equal to the Unrecovered Preference Amount; andexcess of the Second Target Distribution over the First Target Distribution for such Quarter;
(iiiv) second, the balance, if anyFourth, (xA) to the General Partner in accordance with its Percentage Interest with respect to its Notional General Partner Units, Interest; (yB) 23% to the holders of the Incentive Distribution Rights, pro rata, Pro Rata; and (zC) to all Unitholders, pro rataPro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (xA) and (yB) of this clause (iiiv).
(c) In the event of the dissolution and liquidation of the Partnership, all Partnership assets shall be applied and until there has been distributed solely in accordance with, and subject to the terms and conditions of, Section 12.4.
(d) Each distribution in respect of a Partnership Interest shall be paid by the Partnership, directly or through any Transfer Agent or through any other Person or agent, only each Unit an amount equal to the Record Holder of such Partnership Interest as excess of the Record Date set Third Target Distribution over the Second Target Distribution for such distribution. Such payment shall constitute full payment and satisfaction Quarter; and
(v) Thereafter, (A) to the General Partner in accordance with its Percentage Interest; (B) 48% to the holders of the Partnership’s liability in respect of such paymentIncentive Distribution Rights, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise.
Pro Rata; and (eC) Notwithstanding any provision to all Unitholders, Pro Rata, a percentage equal to 100% less the contrary contained in this Agreement, the Partnership shall not be required or permitted to make a distribution to any Person in violation sum of the Delaware Act or other percentages applicable Law. Any distributions pursuant to subclauses (A) and (B) of this Section 6.3 made in error or in violation of applicable Law, will, upon demand by the General Partner, be returned to the Partnershipclause (v).
Appears in 1 contract
Samples: Limited Partnership Agreement (El Paso Pipeline Partners, L.P.)
Distributions of Available Cash. The Manager Member shall distribute at least quarterly an amount equal to one hundred percent (100%) of Available Cash generated by the LLC during the last full distribution period as follows:
(a) An first, to the Class A Unitholders who are Members on the applicable LLC Record Date with respect to such distribution, pro rata among them in proportion to the Cumulative Unpaid Class A Distribution Amount, if any, of each such Class A Unitholder until the Cumulative Unpaid Class A Distribution Amount of each Class A Unitholder is reduced to zero plus the interest that would accrue at the Prime Rate, compounded quarterly in arrears, on such Member’s Cumulative Unpaid Class A Distribution Amount;
(b) second, to the Class A Unitholders who are Members on the applicable LLC Record Date with respect to such distribution, pro rata among them in proportion to the Class A Distribution Amount, if any, of each such Class A Unitholder, until each such Class A Unitholder has received an amount equal to the Class A Distribution Amount with respect to such distribution; and
(c) thereafter, one hundred percent (100% %) to Class B Unitholders in proportion to their Class B Units.
(d) Notwithstanding the foregoing, in no event may a Member receive a distribution of Available Cash with respect to each Quarter shall be distributed in accordance with this Section 6.3(a) by the Partnership to the Partners as of the Record Date selected by the General Partner within forty-five (45) days after the end of such Quarter. Except as otherwise required in respect of additional Partnership Interests or other securities issued pursuant to Section 5.6 or Section 5.10, Available Cash shall be distributed as follows:
(i) first, 100% to the General Partner and the Unitholders in accordance with their respective Percentage Interests until there has been distributed pursuant to this Section 6.3(a)(i) for the then-current Distribution Period in respect of each Common a Class A Unit then Outstanding an amount equal to the Threshold Amount; and
(ii) second, the balance, if any, (x) to the General Partner in accordance with its Percentage Interest with respect to its Notional General Partner Units, (y) 23% to the holders of Incentive Distribution Rights, pro rata, and (z) to all Unitholders, pro rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (x) and (y) of this clause (ii).
(b) In the event of a Capital Transaction and to the extent that an amount equal such Class A Unit has been redeemed or exchanged prior to the Net Cash Proceeds from such transaction are not otherwise designated by LLC Record Date for the Board to be reinvested in the replacement of capital assets by the Partnership or applied same period, or, if applicable, prior to the repayment of a Group Member’s debt or otherwise reserved to provide for the reasonably anticipated obligations last day of the Company, such Net Cash Proceeds shall applicable month. The amount of distributions to which any Member would otherwise be distributed as follows:
(i) first, to the General Partner and the Unitholders, pro rata, until the amount distributed in respect of each Unit equals the Unrecovered Preference Amount; and
(ii) second, the balance, if any, (x) to the General Partner in accordance with its Percentage Interest entitled with respect to its Notional General Partner Units, (y) 23% a Unit received in a redemption or exchange shall be equitably decreased to the holders extent necessary to reflect the amount of any monthly distributions previously received (or to be received) on such Member’s Units that were redeemed or exchanged. In addition, for the Incentive Distribution Rightsavoidance of doubt, pro ratano Member shall receive a distribution with respect to a Class A Unit and a dividend with respect to a REIT Share received upon a redemption of such Class A Unit for the same period. No Member shall receive any distributions in respect of, and (z) to all Unitholdersno Cumulative Unpaid Class A Amount, pro ratashall accrue with respect to, a percentage equal to 100% less the sum of the percentages applicable to subclauses (x) and (y) of this clause (ii).
(c) In the event of the dissolution and liquidation of the Partnership, all Partnership assets shall be applied and distributed solely in accordance with, and subject to the terms and conditions of, Section 12.4.
(d) Each distribution in respect of a Partnership Interest shall be paid by the Partnership, directly or through any Transfer Agent or through any other Person or agent, only to the Record Holder failure of such Partnership Interest as Member to timely receive any Class A Amount due the Member’s failure to provide the Manager Member with accurate information regarding its address for payment of the Record Date set for such distribution. Such payment shall constitute full payment and satisfaction of the Partnership’s liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwisedistributions hereunder.
(e) Notwithstanding any provision to the contrary contained in this Agreement, the Partnership shall not be required or permitted to make a distribution to any Person in violation of the Delaware Act or other applicable Law. Any distributions pursuant to this Section 6.3 made in error or in violation of applicable Law, will, upon demand by the General Partner, be returned to the Partnership.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Kimco Realty Corp)