Distributions Prior to Dissolution. 5.2.1. Prior to the dissolution of the Partnership pursuant to Section 16.1, distributions of Available Cash shall be made pursuant to this Section 5.2. Any distribution to the General Partner pursuant to Sections 5.2.2.4 to 5.2.2.5 shall be made to the General Partner in its capacity as the general partner and without regard to the number of General Partner Units held by the General Partner.
5.2.2. Subject to Sections 5.2.3 and 5.2.4, any distributions of Available Cash made by the Partnership with respect to any Quarter shall be distributed:
5.2.2.1 first, 100% to BREP until there has been distributed pursuant to this Section 5.2.2.1 an amount equal to the amount of BREP’s outlays and expenses for the Quarter properly incurred;
5.2.2.2 second, 100% to all Preferred Unitholders pro rata in proportion to their respective relative percentage of Preferred Units held (determined by reference to the aggregate value of the issue price of the Preferred Units held by each Preferred Unitholder relative to the aggregate value of the issue price of all Preferred Units then Outstanding) until there has been distributed pursuant to this Section 5.2.2.2 in respect of each Preferred Unit Outstanding as of the last day of such Quarter an amount equal to all preferential distributions to which the Preferred Unitholders are entitled under the terms of the Preferred Units then Outstanding (including any outstanding accrued and unpaid preferential distributions from prior periods);
5.2.2.3 third, 100% to all Partners other than Preferred Unitholders pro rata in proportion to their respective Percentage Interests until there has been distributed pursuant to this Section 5.2.2.3 in respect of each Equity Unit Outstanding as of the last day of such Quarter an amount equal to the First Distribution Threshold;
5.2.2.4 fourth, (i) 85% to all the Partners other than Preferred Unitholders pro rata in proportion to their respective Percentage Interests and (ii) 15% to the General Partner until there has been distributed pursuant to this Section 5.2.2.4 in respect of each Equity Unit Outstanding as of the last day of such Quarter an amount equal to the excess of (a) the Second Distribution Threshold over (b) the First Distribution Threshold; and
5.2.2.5 thereafter, (i) 75% to all Partners other than Preferred Unitholders pro rata in proportion to their respective Percentage Interests and (ii) 25% to the General Partner.
5.2.3. Notwithstanding Section 5.2.2, for any Quarter in which th...
Distributions Prior to Dissolution. The Partnership may distribute cash or property of the Partnership to the Partners prior to the dissolution of the Partnership at the discretion of the Managing Partner, and any such distributions shall be made to the Partners in proportion to their Capital Contributions until the Partners have received distributions equal to their respective Capital Contributions and thereafter to the Partners in accordance with their Partnership Interests.
Distributions Prior to Dissolution. 5.2.1. Prior to the dissolution of the Partnership pursuant to Section 16.1, distributions of Available Cash shall be made pursuant to this Section 5.2.
5.2.2. Subject to Section 5.2.3, any distributions of Available Cash made by the Partnership with respect to any Quarter shall be distributed:
5.2.2.1 first, 100% to BIP until there has been distributed pursuant to this Section 5.2.2.1 an amount equal to the amount of BIP’s outlays and expenses for the Quarter properly incurred;
5.2.2.2 second, 100% to all Partners pro rata in proportion to their respective Percentage Interests until there has been distributed pursuant to this Section 5.2.2.2 in respect of each Unit Outstanding as of the last day of such Quarter an amount equal to the First Distribution Threshold;
5.2.2.3 third, (i) 85% to all the Partners pro rata in proportion to their respective Percentage Interests and, (ii) 15% to the General Partner until there has been distributed pursuant to this Section 5.2.2.3 in respect of each Unit Outstanding as of the last day of such Quarter an amount equal to the excess of (x) the Second Distribution Threshold over (y) the First Distribution Threshold; and
5.2.2.4 thereafter, (i) 75% to all Partners pro rata in proportion to their respective Percentage Interests and, (ii) 25% to the General Partner.
5.2.3. Available Cash that is deemed by the General Partner to be cash from Interim Capital Transactions and representative of unrecovered capital (“Capital Surplus”) shall be distributed:
5.2.3.1 first, to Partners pro rata in proportion to the Unrecovered Capital Amounts attributable to the Units and General Partner Units held by the Partners until the Unrecovered Capital Amount attributable to each Unit and General Partner Unit is equal to zero; and
Distributions Prior to Dissolution. (a) Except as provided in Section 10.3 and Section 5.1(b), all distributions on and after the date of this Agreement shall be made to the Partners in proportion to their respective Percentage Interests.
(b) Available Cash shall be distributed to the Partners at the following times and in the following amounts:
(i) Subject to the provisions of the outstanding indebtedness of the Partnership, on or before the fifth business day prior to the date an estimated tax payment is due for a Partner, Available Cash shall be distributed to each Partner in an amount equal to the product of (1) the highest combined marginal individual or corporate federal, state and local income tax rates ((i) including, to the extent applicable, if any, alternative minimum tax and (ii) taking into account any federal tax benefit for a deduction for state and local taxes) applicable to the taxable income of the Partnership allocated to any Partner and in effect at the time of the distribution without regard to the identity or tax status of the Partners receiving the allocation of taxable income, times (2) the remainder, if any, of (A) the product of 25, 50, 75 or 100 percent for the first (1st), second (2nd ), third (3rd) or fourth (4th) required estimated tax installment payment for the fiscal year, respectively, times (a) the cumulative (as annualized) taxable income to be allocated to such Partner pursuant to Section 5.3 for such fiscal year less (b) the cumulative taxable loss that has been allocated to such Partner to the extent such loss has not previously reduced taxable income pursuant to this provision, as estimated by the General Partner in good faith as of the day for payment, minus (B) the sum of the cumulative distributions to such Partner pursuant to this provision for each prior required estimated tax installment payment during such fiscal year and the cumulative distributions made to the Partners pursuant to Section 5.1(b)(iii)(B) to the extent such distributions have not previously reduced distributions pursuant to this Section 5.1(b)(i); and
(ii) Upon notice from the General Partner, the Partners or the Partnership, as the case may be, will reimburse the other for any difference between the amount of distributions made to the Partners pursuant to Section 5.1(b)(i) and the amount of distributions that would have been made based on the actual taxable income reported on the Partnership’s tax return for such fiscal year (the “Reimbursed Amount”). The General Partner shall ...
Distributions Prior to Dissolution. (a) From time to time Packaging may make such distributions on behalf of the LLC as it in its sole discretion may determine are appropriate, without being limited to current or accumulated income or gains. Such distributions may be made from LLC revenues, borrowings or Capital Contributions. Packaging may in its sole discretion distribute to Members LLC property other than cash.
(b) All distributions shall be made to the Members in the following priority and proportions:
(i) first, to Packaging to the extent of the Undistributed Preferred Return;
(ii) next, to Packaging to the extent of the Unreturned Preference Amount; and
(iii) the balance, if any, 20% to Packaging and 80% to Sub GP.
Distributions Prior to Dissolution. The Managing Member shall not make distributions to the Members, except as required by Section 10.3 or as approved by the GE Representative Member in accordance with Subsection 6.4(b)(x), which distributions shall be made to all Members in proportion to their Percentage Interests; provided, that, if any of PTLC or PAG is in breach of any Backstop Indemnity Obligation (the “Backstop Defaulting Member”), at the option of the GE Representative Member, any cash or cash equivalents on hand at the Company, except Permitted Working Capital, will be required to be distributed to all Members in proportion to their Percentage Interests, with any distributions otherwise payable to any Backstop Defaulting Member being paid by the Company directly to GECC to the extent of the GE Losses at such time; provided, further, that such distributions payable to a Backstop Defaulting Member but paid to GECC will be deemed paid to the Backstop Defaulting Member and directed by such Backstop Defaulting Member to be paid directly to GECC on behalf of such Backstop Defaulting Member; and provided, further, that in case of a breach of a Backstop Indemnity Obligation, in addition to or in lieu of its right to force distributions to the Members as described above, the GE Representative Member shall have the right to direct the Company to pay an amount owing by the Backstop Defaulting Member to GECC, up to the amount owed by such Backstop Defaulting Member, to GECC, which amount shall be treated as (a) loaned by the Company to the Backstop Defaulting Member(s), and (b) used by the Backstop Defaulting Member(s) to pay their Backstop Indemnity Obligation(s) to GECC. The loan described in clause (a) above shall (i) accrue interest at the Default Rate, and (ii) shall be payable on the Bonds Maturity Date.
Distributions Prior to Dissolution. (a) Except as provided in Section 10.3, all distributions on and after the date of this Agreement shall be made to the Partners in proportion to their respective Percentage Interests.
(b) Available Cash shall be distributed to the Partners at the following times and in the following amounts:
(i) On or before ninety days after the end of each Partnership Year, Available Cash shall be distributed to the Partners in proportion to their respective Percentage Interests in an aggregate cumulative amount at least equal to the sum of (1) the income tax liability for the Partner with the largest percentage income tax liability (of itself or its shareholders) from cumulative Partnership taxable income allocated to such Partner under Subsection 5.2(b) hereof, and (2) for the other Partners, a proportional cash amount adjusted only for respective Percentage Interests; and
(ii) Any remaining Available Cash shall be distributed to the Partners in proportion to their respective Percentage Interests at such times and in such amounts as the General Partner shall determine.
Distributions Prior to Dissolution. 5.2.1. Prior to the dissolution of the Partnership pursuant to Section 16.1, distributions of Available Cash shall be made pursuant to this Section 5.2. Any distribution to the General Partner pursuant to Sections 5.2.2.5 to 5.2.2.6 shall be made to the General Partner in its capacity as the general partner and without regard to the number of General Partner Units held by the General Partner.
5.2.2. Subject to Section 5.2.3 and Section 5.2.4, any distributions of Available Cash made by the Partnership with respect to any Quarter shall be distributed:
5.2.2.1 first, 100% to BPY until there has been distributed pursuant to this Section 5.2.2.1 an amount equal to the amount of BPY’s outlays and expenses for the Quarter properly incurred;
5.2.2.2 second, 100% to all Redemption-Exchange Unitholders pro rata in proportion to their respective Percentage Interests (which, for purposes of this Section 5.2.2.2, will be calculated using Redemption-Exchange Units only) (which distribution will be treated as having been made pursuant to Sections 5.2.2.4 or 5.2.2.5, as applicable) all amounts that have been deferred in previous Quarters pursuant to Section 5.2.3 and not yet recovered;
5.2.2.3 third, 100% to the General Partner until an amount equal to the Equity Enhancement Distribution has been distributed pursuant to this Section 5.2.2.3;
5.2.2.4 fourth, 100% to all Partners pro rata in proportion to their respective Percentage Interests until there has been distributed pursuant to this Section 5.2.2.4 in respect of each Unit Outstanding as of the last day of such Quarter an amount equal to the First Distribution Threshold;
5.2.2.5 fifth, (i) 85% to all the Partners pro rata in proportion to their respective Percentage Interests and (ii) 15% to the General Partner until there has been distributed pursuant to this Section 5.2.2.5 in respect of each Unit Outstanding as of the last day of such Quarter an amount equal to the excess of (a) the Second Distribution Threshold over (b) the First Distribution Threshold; and
5.2.2.6 thereafter, (i) 75% to all Partners pro rata in proportion to their respective Percentage Interests and (ii) 25% to the General Partner. 5.2.3. Notwithstanding Section 5.2.2:
5.2.3.1 for any Quarter in which the General Partner determines, in its sole discretion, there is insufficient Available Cash to pay the Equity Enhancement Distribution pursuant to Section 5.2.2.3, the General Partner may elect to pay all or a portion of the distribution pursuan...
Distributions Prior to Dissolution. (a) Except as provided in Section 10.3 and Section 5.1(b), all distributions on and after the date of this Agreement shall be made to the Partners in proportion to their respective Percentage Interests.
Distributions Prior to Dissolution. A. All Cash Flow and all Net Cash Proceeds from Capital Transactions of the Partnership, exclusive of Net Cash Proceeds from Capital Transactions respecting an Other Partnership for which there is then in effect an Other Partnership Schedule, shall be distributed in accordance with the General Profit-Sharing Ratios specified on Schedule III hereto, and exclusively among the Partners specified in Schedule III, as in effect from time to time. The respective General Profit-Sharing Ratios specified on Schedule III may be changed at any time by the unanimous written consent of the Partners then specified on such Schedule who are adversely affected by such change. Such distributions shall be made by the General Partner from time to time, but not less frequently than annually, as they may deem consistent with the operating needs of the Partnership.
B. All Net Cash Proceeds from Capital Transactions respecting an Other Partnership for which there is then in effect an Other Partnership Schedule shall be distributed exclusively among the Partners specified on such Schedule in accordance with the Special Profit-Sharing Ratios specified on such Schedule, as in effect from time to time. Such distributions shall be made by the General Partners as soon as practicable following receipt by the Partnership of such Net Cash Proceeds.
C. The respective Special Profit-Sharing Ratios specified on any Other Partnership Schedule may be changed at any time by the unanimous written consent of the Partners then specified on such Schedule who are adversely affected by such change. In addition, at the sole discretion of the General Partner, the Partnership may establish at any time an additional Other Partnership Schedule respecting an Other Partnership for which there is not then in effect an Other Partnership Schedule, provided that no such additional Other Partnership Schedule shall become effective or otherwise be binding upon the Partnership until it has been signed by at least one of the General Partners. In no event shall any Partner be deemed to have any right to be included in any Other Partnership Schedule or to be allocated any Special Profit-Sharing Ratio in respect of any Other Partnership, except (i) with respect to a Partnership for which there is then in effect an Other Partnership Schedule, as specified on such Schedule or as otherwise may be agreed by the unanimous written consent of the Partners who are then specified on such Schedule and who are adversely affected ...
