Distributions of Proceeds Sample Clauses

Distributions of Proceeds. Distributions of Proceeds made by the Company are made pro rata.
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Distributions of Proceeds. Distributions of Proceeds made by the Fund are made pro rata to the holders of Class C Preferred Units based upon one of the following two methods, at the election of the Preferred Member.
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Distributions of Proceeds. In Connection with a Sale of the Company. (a) Upon consummation of any transaction or series of related transactions that constitutes or constitute a Sale of the Company, the cash, property, assets, rights, securities or other consideration available for distribution to the Members pursuant to such Sale of the Company shall be distributed among the Members in the following order and priority (unless the Majority Preferred Members elect otherwise by written notice sent to the Company at least five (5) days prior to the date of the consummation of such Sale of the Company): (i) First, to the Series B Members, in proportion to, but only to the extent of, the aggregate Series B Preferred Return accrued and not previously otherwise returned to each Series B Member through and including the date of such distribution; (ii) Second, to the Series B Members, in proportion to, but only to the extent of, their respective Unreturned Capital Contributions; (iii) Third, to the Series A Members, in proportion to, but only to the extent of, the aggregate Series A Preferred Return accrued and not previously otherwise returned to each Series A Member through and including the date of such distribution; (iv) Fourth, to the Series A Members, in proportion to, but only to the extent of, their respective Unreturned Capital Contributions; (v) Fifth, to the Members, in proportion to, but only to the extent of, their respective positive Economic Capital Accounts (vi) Sixth, to the Members, pro rata among them based upon the number of Units held by each. (b) The Company shall not have the power to effect either a merger or consolidation transaction or an asset sale transaction that, in either case, qualifies as a Sale of the Company unless the consideration available for distribution to the Members pursuant to such transaction is allocated among Members in accordance with Section 11.3(a). (c) In the event of a sale of outstanding Units transaction that qualifies as a Sale of the Company, the Company shall effect a dissolution within ninety days after the consummation of such transaction and the proceeds of such dissolution shall be distributed to the Members pursuant to, and in accordance with, the provisions of Section 11.3(a) hereof instead of Section 14.3(b) hereof. (d) The amount deemed paid or distributed to the Members pursuant to this Section 11.3 upon any Sale of the Company shall be the cash or the value of the property, rights or securities paid or distributed to the Membe...
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Distributions of Proceeds. (a) Subject to Section 2(b) below and notwithstanding any provisions of the Merger Agreement to the contrary, any Proceeds received by any Party in connection with a final determination of the Direct Air Matter, whether pursuant to the Direct Air Litigation or otherwise, shall be distributed to JetPay, LLC and the Seller in the following order of priority: (i) First, to each of JetPay, LLC and the Seller on a Dollar-for-Dollar Basis until the earlier of (i) JetPay, LLC has received an amount equal to the Out-of-Pocket Expenses of JetPay, LLC and JetPay incurred during the JetPay Accrual Period or (ii) the Seller has received an amount equal to (x) $1,002,405, plus (y) the Out-of-Pocket Expenses of Seller incurred during the JetPay Accrual Period and thereafter, all of such proceeds to either JetPay, LLC or Seller, as appropriate, until such Party has receive all Out-of-Pocket Expenses to which it is entitled to person under this Section 2(a)(i). For the avoidance of doubt, to the extent either Party has received distributions in an amount equal to its Out-of-Pocket Expenses during the relevant accrual period, such Party shall not receive any other distributions under this Agreement until the other Party has received an amount equal to its Out-of-Pocket Expenses during the relevant accrual period. The Parties hereby agree that the Out-of-Pocket Expenses of the Seller and JetPay, LLC incurred during the Seller Accrual Period are equal to $1,002,405. (ii) Second, to Seller, to pay all accrued but unpaid interest as of the date of payment on the Seller notes dated December 28, 2012 and June 7, 2013. (iii) Third, to each of JetPay, LLC and the Seller on a Dollar-for-Dollar Basis until each has received an amount equal to $34,724 and thereafter, to the Seller until the Seller has received an amount equal to $1,158,599. (iv) Thereafter, to JetPay, LLC and the Seller on a Dollar-for-Dollar Basis. (b) Any portion of the Proceeds that are expressly attributable to losses of revenue from customers of JetPay or JetPay, LLC (other than Direct Air) arising out of or related to the Direct Air Matter, including as a result of any actions taken or refused to be taken by Mxxxxxx Bank Corporation, shall be distributed solely to JetPay, LLC prior to any distributions made pursuant to Section 2(a) above.
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Distributions of Proceeds. As consideration for each of their respective agreements contained herein, Servicer, Seller and the Purchaser Agent, on behalf of the Purchasers, hereby agree that once per calendar week (or more often at Purchaser Agent’s sole discretion) on each Wednesday (or the first Business Day thereafter if closed on that date or Wednesday is not the third Business Day of such week), Purchaser Agent shall distribute the Collections from the prior week (with respect to such Phase or Quarterly Tranche, as applicable, and on a separate basis for each Purchaser) from the Collections Account or Additional Collections Account, as applicable, as set forth below: (a) if a Waterfall Trigger Event has not occurred, distributions of Collections shall be made as follows, on a separate basis for each Phase on a consolidated basis for such Phase: (i) First, to the Seller, solely from the Collections received with respect to a specific Allocated Eligible Receivable, to repay all accrued but unpaid interest on such Allocated Eligible Receivable contained within such Phase with respect to the period from and including the date of origination of such Allocated Eligible Receivable until the date the Eligible Participation with respect to such Allocated Eligible Receivable was first sold to a Purchaser; (ii) Second, to the Seller, to fund any LOC Advances related to Eligible Participations contained within such Phase; (iii) Third, to the Backup Servicer, in respect of any Backup Servicer Fees owed to the Backup Servicer with respect to such Phase pursuant to the Backup Servicing Agreement; (iv) Fourth, in the absence of a Servicing Transfer, to the Seller, the Servicing Fee then due with respect to such Phase; (v) Fifth, (A) for Collections relating to all Allocated Eligible Receivables purchased prior to the Effective Date, (i) [***] of the Collections allocable to such Phase to the applicable Purchaser, and (ii) [***] of such Collections to the Seller, on a pro rata basis, and (B) for Collections relating to all Allocated Eligible Receivables purchased on or after the Effective Date, (i) [***] of the Collections allocable to such Phase to the applicable Purchaser, and (ii) [***] of such Collections to the Seller, on a pro rata basis, as applicable, until each applicable Purchaser has received aggregate distributions pursuant to this Section 3.2(a)(v) equal to the Preferred Return accrued through the date of distribution; (vi) Sixth, a. if a Purchaser’s Invested Capital Balance for su...
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Distributions of Proceeds. (a) Upon the receipt of any income or interest earned with respect to the cash portion of the RTM Escrow Fund, the Escrow Agent shall, within two Business Days, distribute such income or interest to the RTM Representatives for distribution by the RTM Representatives to each of the RTMRG Shareholders pro rata based on the number of shares of RTMRG Common Stock owned immediately prior to the First Merger (the "Ownership Allocation"). (b) Except for tax-free distributions paid in stock declared with respect to the RTMRG Escrow Shares pursuant to Section 305(a) of the Code (which shares shall be held in the RTM Escrow Fund and for all purposes under this Agreement shall be deemed to be RTM Escrow Shares), the Escrow Agent shall, upon receipt thereof, promptly (and, in any event, within two Business Days) distribute to the RTM Representatives for distribution by the RTM Representatives to each of the RTMRG Accredited Shareholders pro rata based on the Ownership Allocation, any dividends or other distributions of any kind made in respect of the RTMRG Escrow Shares. In the event that the RTMRG Escrow Shares are exchanged for any other securities and/or cash or other property by reason of a merger, consolidation, recapitalization, reorganization or similar corporate transaction, such securities and/or property shall be substituted for the RTMRG Escrow Shares for purposes of this Agreement, and the RTM Representatives and Triarc shall agree to such equitable adjustments in the provisions of this Agreement as may be necessary to give effect to this sentence. Prompt written notice of any such exchange shall be provided by Triarc to the Escrow Agent and the Escrow Agent shall be entitled to conclusively rely on such notice. No such exchange shall affect the Escrow Agent's rights, duties or immunities under this Agreement.
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Distributions of Proceeds 
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Related to Distributions of Proceeds

  • Applications of Proceeds The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys' fees and expenses incurred by the Secured Party in enforcing its rights hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the Obligations, and to the payment of any other amounts required by applicable law, after which the Secured Party shall pay to the Company any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party is legally entitled, the Company will be liable for the deficiency, together with interest thereon, at the rate of 15% per annum (the "Default Rate"), and the reasonable fees of any attorneys employed by the Secured Party to collect such deficiency. To the extent permitted by applicable law, the Company waives all claims, damages and demands against the Secured Party arising out of the repossession, removal, retention or sale of the Collateral, unless due to the gross negligence or willful misconduct of the Secured Party.

  • Distribution of Proceeds In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies; (b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and (c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

  • 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.

  • Payment of Proceeds Borrower shall forthwith upon receipt of all proceeds of Collateral, pay such proceeds (insurance or otherwise) over to Lender for application against the Obligations in such order and manner as Lender may elect.

  • Allocation of Proceeds If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the Loan Documents, in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party hereto.

  • 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.

  • 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.

  • Distributions of Available Cash An amount equal to 100% of Available Cash with respect to each fiscal quarter of the Partnership shall be distributed simultaneously to the Members in proportion to their relative Percentage Interests within forty-five days after the end of such quarter.

  • Investment of Proceeds Prior to the application of the proceeds of the Transaction Security in accordance with Clause 31.1 (Order of Application) the Security Agent may, at its discretion, hold all or part of those proceeds in an interest bearing suspense or impersonal account(s) in the name of the Security Agent or Agent with any financial institution (including itself) and for so long as the Security Agent thinks fit (the interest being credited to the relevant account) pending the application from time to time of those monies at the Security Agent’s discretion in accordance with the provisions of this Clause 31.2.

  • Distributions of Principal On each Payment Date, the Indenture Trustee will (based on the information in the most recent Monthly Investor Report) pay any amounts allocated to principal under Section 8.2(c) in the following order of priority, in each case, applied pro rata according to the Note Balance of the Notes of that Class: (i) first, to the Noteholders of Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes has been reduced to zero; (ii) second, to the Noteholders of Class A-2a and Class A-2b Notes, pro rata based on the respective Note Balances, in payment of principal until the Note Balance of the Class A-2a and Class A-2b Notes has been reduced to zero; (iii) third, to the Noteholders of Class A-3 Notes, in payment of principal until the Note Balance of the Class A-3 Notes has been reduced to zero; (iv) fourth, to the Noteholders of Class A-4 Notes, in payment of principal until the Note Balance of the Class A-4 Notes has been reduced to zero; (v) fifth, to the Noteholders of Class B Notes in payment of principal until the Note Balance of the Class B Notes has been reduced to zero; (vi) sixth, to the Noteholders of Class C Notes in payment of principal until the Note Balance of the Class C Notes has been reduced to zero; and (vii) seventh, to the holder of the Residual Interest), any remaining amounts.

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