Distributions of Distributable Proceeds. Subject to 6.5 (Use of Distributable Proceeds to Fund Drawdowns), Distributable Proceeds (other than Temporary Investment Income) from any Portfolio Investment shall be initially apportioned among the Partners in proportion to their Sharing Percentages with respect to the applicable Portfolio Investment. The amount so apportioned to any Affiliated Partner shall be distributed to such Person and, except as otherwise provided in this Article 14 (Distributions; Allocations) and Section 6.6 (Defaulting Partners), the amount so apportioned to each other Partner shall be distributed between the General Partner and such Partner as follows:
Distributions of Distributable Proceeds. Subject to 6.5 (Use of Distributable Proceeds to Fund Drawdowns), Distributable Proceeds (other than Temporary Investment Income) from any Portfolio Investment shall be initially apportioned among the Partners in proportion to their Sharing Percentages with respect to the applicable Portfolio Investment. The amount so apportioned to any Affiliated Partner shall be distributed to such Person and, except as otherwise provided in this Article 14 (Distributions; Allocations) and Section 6.6 (Defaulting Partners), the amount so apportioned to each other Partner shall be distributed between the General Partner and such Partner as follows: First, 100% to such Partner until such Partner has received cumulative distributions pursuant to this Section 14.3.1 equal to such Partner’s aggregate Capital Contributions; Second, 100% to such Partner until the cumulative amount distributed to such Partner pursuant to this Section 14.3.2 is equal to the Preferred Return for such Partner; Third, [80]% to the General Partner and [20]% to such Partner until the General Partner has received cumulative distributions with respect to such Partner pursuant to this Section 14.3.3 equal to [20]% of the cumulative amount of distributions made or being made to (i) such Partner pursuant to Section 14.3.2 and this Section 14.3.3 and (ii) the General Partner with respect to such Partner pursuant to this Section 14.3.3; and Fourth, thereafter, (i) [20]% to the General Partner and (ii) [80]% to such Partner. Distributions in Kind. Prior to the final distribution of assets in connection with the dissolution and winding up of the Fund, the Fund may distribute only cash or Marketable Securities to a Partner. If any Limited Partner notifies the General Partner in writing that it elects not to receive any distributions of Securities, then (i) no such distribution shall be made to such Limited Partner and (ii) the General Partner shall use commercially reasonable efforts to sell on behalf of such Limited Partner any Securities that would otherwise have been distributed to such Limited Partner for cash, from which the General Partner’s reasonable out-of-pocket expenses shall first be deducted; provided that, without the written consent of the Advisory Committee or the applicable Limited Partner, the General Partner shall not sell any such Securities to itself or to any of its Affiliates. The General Partner shall use commercially reasonable efforts to obtain the best price and best execution in conn...
Distributions of Distributable Proceeds and (ii) the General Partner with respect to such Partner pursuant to this Section 14.3.314.3(c)
Distributions of Distributable Proceeds. The Managing Member shall calculate Distributable Proceeds as of the end of each calendar quarter on a cumulative calendar year-to-date basis and apply and distribute Distributable Proceeds on or before the 5th day following receipt of the same from the Investment Partnership to the NorthStar Member and the Formation Member, pari passu in proportion to their respective Percentage Interests as of the date of such Distribution.
Distributions of Distributable Proceeds is equal to the Preferred Return for such Partner; 127 Funds may wish to consider providing for flexibility to defer distributions, having regard to income tax considerations. Limited Partners who are taxable will want the income as soon as possible as they have taxes they are required to pay because the Fund (a limited partnership) is a flow-through entity for tax purposes.
Distributions of Distributable Proceeds and 14.3(d) (
Distributions of Distributable Proceeds above into a separate account of the Fund held with the Fund’'s third-party commercial bank for the account of the applicable Partner (the “"Escrow Account”"), until such time as such applicable Partner has received aggregate distributions in an amount equal to its Commitment and any Preferred Return calculated on the aggregate Capital Contributions made by such Partner, whereupon the amounts held in the Escrow Account shall be released to the General Partner. The General Partner shall be entitled to any Temporary Investment Income arising from the amounts that are held in the Escrow Account. The balance of amounts retained in the Escrow Account shall, in any event, immediately prior to completion of the final liquidation of the Fund be released to the General Partner after the deduction of the amount (if any) the General Partner would otherwise be liable to return to the Fund pursuant to Section 14.7.114.7(a) (Clawback.), which amount shall be distributed to the relevant Partner in accordance with those provisions thereof.]135
Distributions of Distributable Proceeds equal to [20]% of the cumulative amount of distributions made or being made to (i) such Partner pursuant to Section 14.3.214.3(b) and this Section 14.3.314.3(c)
