Distributions of Excess Cash. The Owner agrees that no distributions of cash to Owner or any other party designated by Owner from the Operating Account except in accordance with the following: Full payment of the following items in the following order has occurred:
(A) all due and payable Management Fees, Centralized Services costs, Reimbursable Expenses and/or any other amounts due hereunder to Manager;
(B) due and payable Gross Operating Expenses; and
(C) the deposit of any reserves required to be held hereunder, under the Mortgage or the License Agreement. Upon payment of the same, Manager may distribute from the Operating Account to Owner all sums in the Operating Accounts in excess of the then working capital requirements of the Hotel determined in accordance with Section 9.1 of this Agreement.
Distributions of Excess Cash. Within forty-five (45) days from the end of each of Parent's fiscal quarters ending subsequent to the Escrow Release Date until the third anniversary of Closing (at which time this Section 1.12(b) shall expire), Parent shall make a Payment of Excess Cash to the Payment Agent for the benefit of the Parent Closing Date Shareholders, in an aggregate amount equal to any Excess Cash remaining after payment of all Escrow Liabilities arising prior to the Escrow Release Date; provided that such Payment will be made pursuant to Section 302A.551 of the Minnesota Business Corporation Act ("MINN. BUS. CORP. ACT") with a record date as of immediately prior to the Effective Time and no such Payment shall be made if and to the extent that it would violate Section 551 of the Minn. Bus. Corp. Act; provided, that any such Payment that is otherwise available to be made shall first be reduced by an amount by which any previous Escrow Funds to be distributed would have been reduced but were not so reduced because the Escrow Funds were not large enough to cover all of such reduction (i.e., the amount by which Escrow Liabilities exceeded Escrow Funds otherwise available for distribution). Parent may in its sole discretion, elect not to make any Payment of Excess Cash until the aggregate amount of Excess Cash would result in a Payment of Excess Cash of at least ten million dollars ($10,000,000.00), but once such threshold is exceeded all Excess Cash including such threshold amount shall be distributed.
Distributions of Excess Cash. If the governing instrument permits addi- tions of cash to the trust pursuant to paragraph (c)(5)(ii)(A)(1) of this sec- tion, the governing instrument must require that the trustee determine, not less frequently than quarterly, the amounts held by the trust for payment of expenses in excess of the amounts permitted by that paragraph and must require that those amounts be distrib- uted immediately thereafter to the term holder. In addition, the governing instrument must require, upon termi- nation of the term holder’s interest in the trust, any amounts held by the trust for the purposes permitted by paragraph (c)(5)(ii)(A)(1) of this section that are not used to pay trust expenses due and payable on the date of termi- nation (including expenses directly re- lated to termination) be distributed outright to the term holder within 30 days of termination.
Distributions of Excess Cash. The General Partner shall make an estimate of Excess Cash and make distributions thereof no later than 30 days after the end of each interim quarterly period, except that at the end of the Fiscal Year, the amount of such Excess Cash shall be determined with the advice of the Accountants and the distribution thereof made no later than 75 days after such year end. Excess Cash shall be distributed to the Partners in the following order:
(a) First, to the Partners in an amount not exceeding, and in proportion to, each Partner’s allocable share of Profits, less such Partner’s allocable share of Losses, for each Fiscal Year ending prior to the distribution and for the current Fiscal Year through the end of the month preceding the distribution (Profits or Losses for such current period shall be reasonably estimated by the General Partner), as determined under Section 5.2 hereof, and reducing such aggregate net Profits by all prior distributions under this Section 5.1(a);
(b) Second, to the Partners in an amount not exceeding, and in proportion to, each Partner’s Capital Contribution, reduced by all prior distributions under this Section 5.1(b); and
(c) Thereafter, to the Partners in proportion to their respective Percentage Interests; provided, however, that if the Partnership is treated as liquidating pursuant to Treasury Regulations Section 1.704-l(b)(2)(ii)(g) from a sale of Partnership property, then the net proceeds from such sale of Partnership property shall be distributed in accordance with Section II(b) hereof.
Distributions of Excess Cash. Except as otherwise provided in this Section 7.1, and subject to applicable law, upon payment in full of all outstanding principal of, and any accrued but unpaid interest on, any Cash Shortfall Loan and/or Capital Loans, the Company shall make cash distributions of Excess Cash in accordance with the following sentence, with such distributions, if any, to be paid following [***] and after each subsequent fiscal quarter (with payment of any such distributions occurring no later than the thirtieth (30th) *** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been files separately with the Securities and Exchange Commission. day after the Board’s determination of the amount of any such distributions pursuant to the following sentence, and in no event later than the ninetieth day following [***] or the end of each such subsequent fiscal quarter). When determining the amount of any distribution, the Board, in consultation with the Netherlands Joint Venture, shall forecast the cash position of the Joint Ventures for the ensuing twelve (12) month period following [***] or the end of such fiscal quarter, as applicable (taking into consideration the Annual Budget, any necessary reserves and such other factors it reasonably deems relevant) and, if such forecasted cash position would allow the Joint Ventures, taken together, to maintain consistently an Available Cash position in excess of $[***] over such twelve (12) month period, the Board, pursuant to this Section 7.1(a), shall cause the Company to distribute its allocable share of any Available Cash that is not needed to maintain such minimum level of Available Cash consistently over such period (such cash to be distributed being referred to as “Excess Cash”), with the allocation thereof between the Joint Ventures being determined by agreement between the Joint Ventures; provided, however, that the Board, if it so reasonably determines, may increase or decrease such $[***] amount in proportion to the amount of any increase or decrease in the Joint Ventures’ cash collections relative to the Joint Ventures’ cash collections for the preceding twelve months. Subject to Section 4.3 and Section 4.4, distributions of Excess Cash shall be distributed to the Members in proportion to their respective Percentage Interests.
Distributions of Excess Cash. The Management Committee will determine the cash requirements of the Partnership at least semiannually. Distributions of any amount in excess of the cash requirements shall be made only to all Partners simultaneously in proportion to their respective Partner's Percentage at the time of distribution, in such total amounts and at such times as directed by the Management Committee. However, if section 11.1(c) applies, distribution of excess cash shall be made to each nondefaulting Partner in the proportion that its Partner's Percentage bears to the Partner's Percentage of the nondefaulting Partner(s).
Distributions of Excess Cash. Subject to the provisions of this ARTICLE IV, the Company shall make Distributions to the holders of the Class A Common Units and, subject to Section 13.6, Class B Units, in proportion to their Units. Notwithstanding the foregoing, in the event the Board determines that amounts included in a Distribution of Excess Cash are attributable to cash proceeds received from PIH as a distribution of a “Priority Distribution Amount” (within the meaning of the PIH Operating Agreement), the Board may cause such Distribution to be made disproportionately to the Members in its discretion in accordance with both the relative number of Units held by each Member and the relative number of days during the applicable year that each Member has been a Member of the Company.
Distributions of Excess Cash. (a) Subject to Section 3.4(b) below, distributions of Excess Cash will be made to the Investor Members, pro rata in proportion to their respective Percentage Interests.
(b) Notwithstanding anything in subsection (a) hereof to the contrary, no distributions shall be declared or paid if, after giving it effect, the Company would not be able to pay its debts as they become due in the usual course of business or the Company's total assets would be less than the sum of its total liabilities.
Distributions of Excess Cash. From time to time, but at least annually following receipt of cash and operating budgets for the ensuing fiscal year, the Management Committee will determine the cash requirements of the Joint Venture. Distributions of any excess cash as determined by the Management Committee shall be made only to all Joint Venturers simultaneously in proportion to their respective Joint Venture Interests at the time thereof in such amounts and at such times as shall be determined by the Management Committee. Distributions made to any defaulting Joint Venturer during any period in which such defaulting Joint Venturer is in default in the payment of any required Capital Contribution shall be made in the manner provided in Section 3.3.5. Distributions upon liquidation shall be made in accordance with Section 12.4.1.
Distributions of Excess Cash. (a) Any amount of cash which the General Partner does not expect, in its absolute discretion, to reinvest or otherwise use in the operation or business of the Partnership and that is available after the payment of all expenses then due, including, without limitation, the Management Fee and the Expense Allowance and the creation of reasonable reserves for expenses and liabilities (the “Excess Cash”) may, in the General Partner’s absolute discretion, be distributed at such time(s) and in such amounts as the General Partner, in its absolute discretion, shall determine.
(b) When and if distributed, Excess Cash shall be distributed (each such distribution being hereinafter referred to as a “Distribution”) to the Partners in the following order of priority:
(i) First, with respect to the first Distribution made during the first fiscal quarter of any year after the first fiscal year of the Partnership, to each Partner (including the General Partner) up to an amount (x) sufficient to allow each such Partner to discharge his estimated federal income tax liabilities in respect of his interest in the Partnership for the prior year based upon the assumption that each Partner will pay tax at a rate equal to the maximum individual Federal income tax rate in effect for the year in question; and (y) an additional amount not exceeding eight percent (8%) of each Partner’s allocable share of net taxable items of the Partnership for such year (which may be used by the distributee thereof to satisfy all or a portion of his Partnership related state or local taxes in respect of his interest in the Partnership for such year); and
(ii) Second, at any time and from time to time, the balance, if any, to the Partners (including the General Partner). Any Excess Cash distributed to the Partners (including the General Partner) in accordance with this clause (ii) shall be distributed in accordance with their respective Partnership Percentages.
