Distributions; Payments Clause Samples
The "Distributions; Payments" clause defines how and when financial distributions or payments are made among parties under an agreement. It typically outlines the procedures for calculating, timing, and delivering payments, such as profit shares, dividends, or reimbursements, and may specify the order of priority or conditions that must be met before distributions occur. This clause ensures that all parties have a clear understanding of their entitlements and the process for receiving funds, thereby reducing disputes and providing transparency in financial dealings.
Distributions; Payments. (a) Except as provided in Section 10.02 hereof, a Member has no right to demand or receive any distribution in any form other than cash. Subject to the terms of Section 8.02 hereof, the Managing Member shall make cash distributions of Net Operating Cash Flow and Net Capital Proceeds from time to time as determined by the Managing Member in its reasonable discretion, taking into account the Company’s current and future operational and capital needs; provided, however, that Net Operating Cash Flow shall be distributed or paid, as applicable, no less frequently than quarterly and Net Capital Proceeds shall be distributed or paid, as applicable, not later than ten (10) days after receipt thereof.
(b) Net Operating Cash Flow available for distribution on each date for distribution shall be distributed or paid, as applicable, to the Members as follows:
(I) first, to the payment of any Company Loans on a “last in, first out basis” (with any payment made on account of a Company Loan being applied first to any accrued and unpaid return thereon and then to the principal thereof), then
(II) second, 100% to the Members, pro rata and pari passu in accordance with their respective Priority Return Percentages, until (A) each of Lightstone, REIT III Member and REIT IV Member has received distributions pursuant to this clause(II) in an amount equal to a return of 7% per annum on its Unreturned Capital and (B) Maximus has received distributions pursuant to this clause (II) in an amount equal to a return of 7% per annum on the Maximus Priority Unreturned Capital, then
(III) third, 100% to Maximus, until Maximus has received distributions pursuant to this clause (III) in an amount equal to a return of 7% per annum on its Unreturned Capital (excluding, for this purpose, the Maximus Priority Unreturned Capital), then
(IV) fourth, 100% to the Members, pro rata and pari passu in accordance with their respective Company Percentage Interests, until each of Lightstone, REIT III Member and REIT IV Member has received, on an aggregate cumulative basis, distributions under this Section8.01 sufficient to provide it with the greater of (x) a 12% IRR or (y) 1.40x multiple on its aggregate Capital Contributions (including all Additional Capital Contributions), then
(V) fifth, (A) 82.35% to the Members, pro rata and pari passu in accordance with their respective Company Percentage Interests, and (B) 17.65% to Maximus, until each of Lightstone, REIT III Member and REIT IV Member has received...
Distributions; Payments. Prior to the exercise of the Option, the Option shall not entitle F▇▇▇▇▇▇▇▇▇▇ to any distributions of the Company or other payments whatsoever with respect to the Option.
Distributions; Payments. (a) If any time after the Closing Date, Seller receives a payment from Borrower in respect of unpaid interest or fees payable to Seller under the Credit Documents, Seller shall (A) accept and hold such payment for the account and sole benefit of Buyer, (B) have no equitable or beneficial interest in such payment, and (C) deliver such payment (free of any withholding, setoff, recoupment, or deduction of any kind) promptly (but in no event later than two Business Days after the date on which Seller receives it) to Buyer in the same form received and, when necessary or appropriate, with Seller's endorsement (without recourse, representation, or warranty), except to the extent prohibited under any applicable law, rule, or order. If Seller fails to make such delivery of such payment to Buyer within two Business Days after receiving it, under Section 8.3 the delivery of such payment by Seller shall be deemed to have been due on the date Seller received it.
Distributions; Payments. Prior to the exercise of the Option, the Option shall not entitle Pathak to any distributions of the Company or other payments whatsoever with respect to the Option.
Distributions; Payments