Distributions of Capital Proceeds. Upon the occurrence of a Capital Transaction, subject to Section 7.03(d), Section 7.03(e), the proviso set forth in the first sentence of Section 7.10, Section 7.03(h) and Sections 5, 7 and 8 of Annex A, distributions of Capital Proceeds to Members shall be made in the following order of priority promptly following the consummation of such Capital Transaction:
(i) First, (A) in the case of a Sale Transaction, if an RP Election applies to such distribution and the Class P Members make an RP Election, subject to the deemed redemption contemplated by virtue of the penultimate paragraph of Section 10(a) of Annex A hereto, and (B) in the case of a Liquidation, to the Class P Members, in respect of each Class P Unit, on a pro rata basis based on the number of Class P Units held by each Class P Member, the Unreturned Preferred Return in respect of each such Class P Unit, until cumulative distributions have been made in respect of each such Class P Unit pursuant to this Section 7.03(c)(i), Section 7.03(b)(i) (including pursuant to Section 13.02) and/or (without duplication) Section 7.03(d) in an amount equal to the lesser of (A) such Class P Unit’s Unreturned Preferred Return and (B) the maximum amount distributable in respect of such Class P Unit in accordance with the Gross Income Principle (it being understood that if any such Class P Unit has received aggregate distributions equal to such lesser amount of the amounts described in the foregoing clauses (A) and (B), then no further distributions shall be made in respect of such Class P Unit pursuant to this Section 4.03(c)(i) or Section 4.03(b)(i) (including pursuant to Section 10.02) unless and until the amount equal to the lesser of the amounts described in the foregoing clauses (A) and (B) exceeds the amount to distributed);
(ii) Second, (A) in the case of a Sale Transaction, if an RP Election applies to such distribution and the Class P Members make an RP Election, subject to the deemed redemption contemplated by virtue of the penultimate paragraph of Section 10(a) of Annex A hereto, and (B) in the case of a Liquidation:
(1) First, to the Class P Members, in respect of each Class P Unit, on a pro rata basis based on the number of Class P Units held by each Class P Member, the Unreturned Preferred Purchase Price in respect of each such Class P Unit, until cumulative distributions have been made in respect of each such Class P Unit pursuant to Section 7.03(b)(ii)(1), this Section 4.03(c)(ii)(1) (including purs...
Distributions of Capital Proceeds. Except as set forth in Section 10.2(b), distributions of Capital Proceeds shall be made to the Class A Members pro rata based on their respective Class A Percentage Interests.
Distributions of Capital Proceeds. Prior to dissolution and subject to the provisions of Section 4.2(c), if Capital Proceeds are available for distribution from a Capital Transaction, such Capital Proceeds shall be applied or distributed as follows:
Distributions of Capital Proceeds. Subject to the terms and conditions of ARTICLE III and ARTICLE IV, Capital Proceeds arising during a Fiscal Year shall be distributed in the same manner and subject to the same terms and conditions as provided in Section 4.2 above as soon as practicable and in no event later than three (3) months after the close of such Fiscal Year, to all of the Members as determined pursuant to ARTICLE II and ARTICLE III.
Distributions of Capital Proceeds. At such times as the Managing Member elects to cause the Company to make distributions from Capital Proceeds, such distributions shall be made in the following order of priority; provided, that after the expiration of the Reinvestment Period, distributions of Capital Proceeds shall be made promptly upon receipt of any such Capital Proceeds:
(i) First, to the Managing Member until it has received an amount equal to the unpaid Managing Member Preferred Capital Return plus the Managing Member Preferred Capital, which distributions shall be applied first to the Managing Member Preferred Capital Returns of all Managing Member Preferred Capital and then to the Managing Member Preferred Capital, in each case in the order in which such Managing Member Preferred Capital was made;
(ii) Second, to the Initial Preferred Member until it has received an amount equal to the unpaid Initial Preferred Member Priority Return;
(iii) Third, to the Managing Member until its Unreturned Capital Contribution (excluding any Managing Member Preferred Capital) is reduced to the Minimum Common Equity Threshold;
(iv) Fourth, to the Initial Preferred Member until its Unreturned Capital Contribution is reduced to zero;
(v) Fifth, to the Managing Member until it has received an amount equal to the unpaid Managing Member Priority Return;
(vi) Sixth, to the Managing Member until its Unreturned Capital Contribution is reduced to zero;
(vii) Thereafter, 76 2/3% to Lex-Win and 23 1/3% to the Initial Preferred Member.
Distributions of Capital Proceeds. Distributions of Capital Proceeds shall be distributed and applied by the Manager to the Members pro rata in accordance with their Percentage Interests Representing Financial Rights.
Distributions of Capital Proceeds. Upon the occurrence of a Capital Transaction, distributions of proceeds received by the Company in a Capital Transaction shall be allocated and distributed in the following order of priority promptly following the consummation of such Capital Transaction:
(i) First, to the holders of Units (other than Incentive Units) pro rata in accordance with the Units (other than Incentive Units) held by each such Member until the Incentive Unit Distribution Threshold is reduced to zero. Table of Contents
(ii) Second, to the Units (including, subject to the second proviso of this Section 6.1(b)(ii) with respect to any Incentive Units), pro rata in accordance with each Member’s then-current Percentage Interest; provided, however that any Subsequent Incentive Unit shall only be entitled to participate in Distributions pursuant to this Section 6.1(b)(ii) pari passu pro rata in proportion to the Units after each Initial Incentive Unit has received (or, if there are no Initial Incentive Units then outstanding, would have received had at least one Initial Incentive Unit remained outstanding) pursuant to this Section 6.1(b)(ii) (and after the issuance of such Subsequent Incentive Unit) an amount equal to such Incremental Distribution Threshold; provided, further, that distributions pursuant to this Section 6.1(b)(ii) to any member in respect of unvested Incentive Units issued pursuant to any profits interest award agreements shall be retained by the Company and distributed in accordance with the terms of the applicable profits interest award agreement. Solely for the purposes of this Section 6.1(b)(ii) and Section 9.3(c) each such Subsequent Incentive Unit shall not be counted for the purposes of calculating the Percentage Interest, until the applicable Incremental Distribution Threshold attributable to such Subsequent Incentive Unit is met.
Distributions of Capital Proceeds. Prior to dissolution and subject to the provisions of Section 4.2(b), if Capital Proceeds are available for distribution from a Capital Transaction, such Capital Proceeds shall be applied or distributed as follows: First, to the payment of all matured debts and liabilities of the Partnership (including, but not limited to, all expenses of the Partnership incident to such Capital Transaction, including the Incentive Financing Fee), excluding (i) debts and liabilities of the Partnership to Partners or their Affiliates and (ii) all unpaid fees owing to the General Partner or its Affiliates; and to the establishment of any reserves which the General Partner and the Auditors shall deem reasonably necessary for contingent, unmatured or unforeseen liabilities or obligations of the Partnership; Second, to the payment of any accrued and unpaid Asset Management Fees; Third, to the payment to the Investment Limited Partner of the full amount (including interest) of any Credit Recovery Loans; Fourth, to the repayment of any Subordinated Loans, with any such payments to be applied first to accrued but unpaid interest and then to principal; Fifth, to the repayment to the General Partner of its Invested Amount minus any prior distributions made to it under Section 4.2(b) or Clause Fifth of this Section 10.2(b), but never an amount less than zero; Sixth, to the repayment of any remaining unpaid debts and liabilities owed to Partners or Affiliates thereof by the Partnership for Partnership obligations (exclusive of Credit Recovery Loans and Subordinated Loans) to any of them, including, but not limited to, accrued and unpaid amounts due in respect of any and all fees due and payable to the General Partner as set forth in Section 6.12; provided, however, that any debts or obligations to be repaid to any Limited Partner or Affiliate thereof pursuant to this Clause Sixth shall be repaid prior to the repayment of any such debts or obligations to any General Partner or Affiliate thereof; Seventh, to the payment to each Limited Partner of an amount equal to its Invested Amount, in each case minus any prior distributions made to such Partner under this Clause Seventh, but never an amount less than zero; Eighth, to the distribution to the Investment Limited Partner of an amount equal to any Excess Financing Proceeds; and Ninth, subject to the provisions of Section 10.3(a), any balance 34.999% to the Investment Limited Partner, .001 % to the Special Limited Partner and 65% to the G...
Distributions of Capital Proceeds. Capital Proceeds from each Capital --------------------------------- Transaction shall be distributed among the Members, on or before the fifth (5th) day after RSVP has verified the accuracy of the calculation by the officers of the Company of the proposed distribution of such Capital Proceeds (as provided in clause (ii) of Section 6.9(b)), but in no event later than the 60th day after the Capital Transaction in question, in the following order of priority:
(a) First, to Xxxxxxx, until the Xxxxxxx Special Capital has been returned in full;
(b) Second, to RSVP, until the RSVP Preferred Capital has been returned in full and RSVP has received additional amounts which, taken together with such return of the RSVP Preferred Capital, yield to RSVP an IRR on the RSVP Preferred Capital in the respective percentages applicable to each period prior to the date of such distribution, as set forth on SCHEDULE H-2 ------------ annexed hereto;
(c) Third, to RSVP and Xxxxxxx, in proportion to the Unpaid 4.2(c) IRR Amounts, until the RSVP Common Capital and Xxxxxxx Class A Capital, respectively, has been returned in full to RSVP and Xxxxxxx, respectively, and each has received additional amounts which, taken together with such return of the RSVP Common Capital and Xxxxxxx Class A Capital, yield to RSVP and Xxxxxxx an IRR on the RSVP Common Capital and Xxxxxxx Class A Capital, respectively, in the respective percentages applicable to each period prior to the date of such distribution, as set forth on SCHEDULE H-2 annexed hereto; ------------
(d) Fourth, to RSVP and Xxxxxxx, in proportion to the Unpaid 4.2(d) IRR Amounts, until RSVP Class B Capital and the Xxxxxxx Class B Capital, respectively, has been returned in full to each of RSVP and Xxxxxxx, and each has received additional amounts which, taken together with such return of the RSVP Class B Capital and the Xxxxxxx Class B Capital, respectively, yield to RSVP and Xxxxxxx an IRR on the RSVP Class B Capital and Xxxxxxx Class B Capital, respectively, in the respective percentages applicable to each period prior to the date of such distribution, as set forth on SCHEDULE H-2 annexed ------------ hereto;
(e) Thereafter, (i) 20% of such Capital Proceeds shall be distributed to Xxxxxxx, and (ii) 80% of such Capital Proceeds shall be distributed to RSVP and Xxxxxxx, in proportion to the aggregate distributions made to RSVP and Xxxxxxx, respectively, pursuant to clauses (b), (c) and (d) above with respect to the Capital Transactio...
Distributions of Capital Proceeds. Capital Proceeds will --------------------------------------------- be distributed to the Partners pro rata in accordance with their respective Percentage Interests.
