Distributions of Net Sales Proceeds Sample Clauses

Distributions of Net Sales Proceeds. Subject to the other provisions of this Article 5 and to the provisions of Section 10.1, to the extent permitted by Applicable Law, distributions to Members may be declared by the Managing Member out of Net Sales Proceeds in such amounts and on such terms as the Managing Member shall determine on the Company Record Date that the Managing Member may designate and shall be made to the Members holding Class A Units, Class B Units, Class C Units and/or LTIP Units as of the close of business on such Company Record Date in proportion to each such Member’s respective Percentage Interest; provided, however, that to the extent the Average LTIP Economic Capital Account Balance of an LTIP Unitholder is less than the Common Unit Economic Balance, the Percentage Interest of such LTIP Unitholder with respect to its LTIP Units shall be reduced for purposes of determining its proportionate share of distributions pursuant to this Section 5.01(b) to equal such LTIP Unitholder’s Percentage Interest with respect to its LTIP Units multiplied by a fraction, the numerator of which is such LTIP Unitholder’s Average LTIP Economic Capital Account Balance, and the denominator of which is the Common Unit Economic Balance. For the avoidance of doubt, any decrease in the Percentage Interest of an LTIP Unitholder with respect to its LTIP Units shall result in a corresponding increase in the Percentage Interests of Members with respect to their Class A Units, Class B Units and/or Class C Units.
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Distributions of Net Sales Proceeds. Net Sales Proceeds, if any, shall be distributed from time to time promptly following receipt by the Company to Members in the following priorities: (a) First, to UHT until UHT has received any and all accrued and unpaid Preferred Return (including any Preferred Return Arrearage) on its Contribution Balance;
Sample 1
Distributions of Net Sales Proceeds. A. Except as otherwise provided in Section 10.2 hereof, Net Sales Proceeds will be distributed in the following order of priority: (i) First, to the Limited Partners until their Capital Investments are reduced to zero (0); (ii) Second, to the Limited Partners, an amount equal to the excess, if any, of (a) the cumulative Priority Return from the date of admission into the Partnership to the end of the calendar quarter preceding the quarter during which such distribution is made, over (b) the sum of all prior distributions to the Limited Partners of Cash Available for Distribution and Net Sales Proceeds to the extent that prior distributions of Net Sales Proceeds exceed Original Capital Contributions; (iii) Third, to the General Partner, an amount equal to the greater of (a) the excess of its initial capital contribution over the sum of all prior distributions of Net Sales Proceeds to the General Partner, or (b) one percent (1%) of the Net Sales Proceeds; (iv) Fourth, in the case of the sale of any Property as to which brokerage services are actually performed by the General Partner or an Affiliate, then an amount to the General Partner or an Affiliate equal to one-half of the Competitive Real Estate Commission for the Property being sold and for all Properties previously sold, to the extent the General Partner or Affiliates have not previously received such amounts with respect to previously sold Properties (the aggregate amount received by the General Partner or Affiliates pursuant to this clause, shall not exceed the lesser of (a) three percent (3%) of the gross Sales Proceeds from the sale of Properties, or (b) one-half of the Competitive Real Estate Commission and amounts paid by the Partnership to all Persons on real estate brokerage commissions in connection with the sale of Properties shall not exceed six percent (6%) of aggregate gross Sales Proceeds); (v) Fifth, eighty-eight percent (88%) of the remaining Net Sales Proceeds to the Limited Partners; (vi) Sixth, if, after all of the distributions of Net Sales Proceeds pursuant to Sections 6.2 A. (i)-(iv), the Limited Partners have not received their Capital Investment plus a Cumulative Preference of ten percent (10%) per annum on their Capital Investment, then, to the Limited Partners, an amount equal to the amount of such deficiency in such return; and (vii) The balance, if any, to the General Partner, which amount shall not exceed twelve percent (12%) of the remaining Net Sales Proceeds after distr...
Sample 1

Related to Distributions of Net Sales Proceeds

  • Distributions of Net Cash Flow The Net Cash Flow of the Partnership for each calendar year, shall be distributed to the Partners from time to time, in the discretion of the General Partner, in accordance with the Percentage Interests of the Partners.

  • Subordinated Share of Net Sales Proceeds The Subordinated Share of Net Sales Proceeds shall be payable to the Advisor in an amount equal to 10% of Net Sales Proceeds remaining after the Stockholders have received Distributions equal to the sum of the Stockholders’ 8% Return and 100% of Invested Capital. Following Listing, no Subordinated Share of Net Sales Proceeds will be paid to the Advisor.

  • Distributions of Cash Flow Cash flow for each taxable year of the Company shall be distributed to the Member at such times and in such amounts as the Member shall determine.

  • Net Sales Proceeds In the case of a transaction described in clause (A) of the definition of Sale, the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including all real estate commissions, closing costs and legal fees and expenses. In the case of a transaction described in clause (B) of such definition, Net Sales Proceeds means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including any legal fees and expenses and other selling expenses incurred in connection with such transaction. In the case of a transaction described in clause (C) of such definition, Net Sales Proceeds means the proceeds of any such transaction actually distributed to the Company from the Joint Venture less the amount of any selling expenses, including legal fees and expenses incurred by or on behalf of the Company (other than those paid by the Joint Venture). In the case of a transaction or series of transactions described in clause (D) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction (including the aggregate of all payments under a Mortgage or in satisfaction thereof other than regularly scheduled interest payments) less the amount of selling expenses incurred by or on behalf of the Company, including all commissions, closing costs and legal fees and expenses. In the case of a transaction described in clause (E) of such definition, Net Sales Proceeds means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including any legal fees and expenses and other selling expenses incurred in connection with such transaction. In the case of a transaction described in the last sentence of the definition of Sale, Net Sales Proceeds means the proceeds of such transaction or series of transactions less all amounts generated thereby which are reinvested in one or more Assets within 180 days thereafter and less the amount of any real estate commissions, closing costs, and legal fees and expenses and other selling expenses incurred by or allocated to the Company in connection with such transaction or series of transactions. Net Sales Proceeds shall also include any consideration (including non-cash consideration such as stock, notes, or other property or securities) that the Company determines, in its discretion, to be economically equivalent to proceeds of a Sale, valued in the reasonable determination of the Company. Net Sales Proceeds shall not include any reserves established by the Company in its sole discretion.

  • 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) First, to each Member with Series B Convertible Preferred Units and/or Series C Preferred Units ratably in proportion to, and up to, the sum of their respective Capital Contributions in respect of Series B Convertible Preferred Units and Series C Preferred Units (after taking into account prior distributions made pursuant to this clause (a)); (b) 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 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 quotient 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 (f) Sixth, to each Member in proportion to the Percentage Interests. Notwithstanding anything to the contrary above, if Available Cash is derived from a transaction that occurs in connection with the dissolution, termination and liquidation of the Company, any Available Cash that is derived from or attributable to such a transaction shall be distributed to the Members in accordance with Section 13.3. For purposes of this Agreement, the Capital Contributions in respect of Series C Preferred Units shall be deemed to be their Initial Liquidation Preference.

  • Distributions of Distributable Cash Except as otherwise provided in Article VII hereof, Distributable Cash for each Fiscal Year may be distributed to the Holders at such times, if any, and in such amounts as shall be determined in the sole discretion of the Trustees. In exercising such discretion, the Trustees shall distribute such Distributable Cash so that Holders that are regulated investment companies can comply with the distribution requirements set forth in Code Section 852 and avoid the excise tax imposed by Code Section 4982.

  • Allocations of Net Profits and Net Losses Except as otherwise set forth herein, Net Profits and Net Losses shall be allocated for each Fiscal Year to the Members in proportion to their respective Capital Accounts.

  • Distributions of Available Cash from Capital Surplus Available Cash that is deemed to be Capital Surplus pursuant to the provisions of Section 6.3(a) shall be distributed, unless the provisions of Section 6.3 require otherwise, to the General Partner and the Unitholders, Pro Rata, until a hypothetical holder of a Common Unit acquired on the Closing Date has received with respect to such Common Unit distributions of Available Cash that are deemed to be Capital Surplus in an aggregate amount equal to the Initial Unit Price. Available Cash that is deemed to be Capital Surplus shall then be distributed (A) to the General Partner in accordance with its Percentage Interest and (B) to all Unitholders holding Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Cumulative Common Unit Arrearage. Thereafter, all Available Cash shall be distributed as if it were Operating Surplus and shall be distributed in accordance with Section 6.4.

  • Allocations of Net Income and Net Loss Except as otherwise provided in this Agreement, after giving effect to the special allocations in subparagraph 1(c) and paragraph 2, Net Income, Net Loss and, to the extent necessary, individual items of income, gain, loss or deduction, of the Partnership for each fiscal year or other applicable period of the Partnership shall be allocated among the General Partner and Limited Partners in accordance with their respective Percentage Interests.

  • Application of Net Liquidation Proceeds For all purposes under this agreement, Net Liquidation Proceeds received from a Servicer shall be allocated first to accrued and unpaid interest on the related Mortgage Loan and then to the unpaid principal balance thereof.

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