Common use of Distributions to Record Holders Clause in Contracts

Distributions to Record Holders. (a) The Board of Directors may adopt a cash distribution policy, which it may change from time to time without amendment to this Agreement. (b) Prior to making any distributions in respect of any calendar quarter to Record Holders of Common Units pursuant to Section 6.1(c), the Partnership will distribute to the Record Holders of Class B Units a quarterly amount per Class B Unit equal to the Class B Distribution Amount and will distribute to the Record Holder of the General Partner Interest a quarterly amount in respect of the General Partner Interest equal to the GP Distribution Amount; provided, however, that if insufficient cash is available for such distribution, any amount distributed pursuant to this Section 6.1(b) will be distributed pro rata between the Class B Units, on the one hand, and the GP Interest, on the other hand, based on the ratio of (A) the product of the number of outstanding Class B Units multiplied by Class B Distribution Amount to (B) the GP Distribution Amount. (c) Except as contemplated by Section 5.7, after making the distributions in Section 6.1(b), (i) the Partnership will make distributions, if any, to all Record Holders of Common Units, Pro Rata and (ii) no distributions shall be made under any circumstances in respect of any Class B Units, except to the extent provided in Section 6.1(b). (d) All distributions required to be made under this Agreement shall be made subject to Sections 17-607 and 17-804 of the Delaware Act. (e) Notwithstanding Section 6.1(b) and Section 6.1(c), in the event of the dissolution and liquidation of the Partnership, cash shall be applied and distributed solely in accordance with, and subject to the terms and conditions of, Section 12.4. (f) Each distribution in respect of a Partnership Interest shall be paid by the Partnership, directly or through any Transfer Agent or through any other Person or agent, only to the Record Holder of such Partnership Interest as of the Record Date set for such distribution. Such payment shall constitute full payment and satisfaction of the Partnership’s liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise.”

Appears in 2 contracts

Samples: Agreement of Limited Partnership (Viper Energy Partners LP), Recapitalization Agreement (Viper Energy Partners LP)

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Distributions to Record Holders. (a) The Board of Directors may adopt a cash distribution policy, which it may change from time to time without amendment to this Agreement. (b) Prior to making any distributions in respect of any calendar quarter to Record Holders of Common Units pursuant to Section 6.1(c), the Partnership will distribute to the Record Holders of Class B Units a quarterly amount per Class B Unit equal to the Class B Distribution Amount and will distribute to the Record Holder of the General Partner Interest a quarterly amount in respect of the General Partner Interest equal to the GP Distribution Amount; provided, however, that if insufficient cash is available for such distribution, any amount distributed pursuant to this Section 6.1(b) will be distributed pro rata between the Class B Units, on the one hand, and the GP Interest, on the other hand, based on the ratio of (A) the product of the number of outstanding Class B Units multiplied by Class B Distribution Amount to (B) the GP Distribution Amount. (c) Except as contemplated by Section 5.7, after making the distributions in Section 6.1(b), (i) the Partnership will make distributions, if any, to all Record Holders of Common Units, Pro Rata and (ii) no distributions shall be made under any circumstances in respect of any Class B Units, except to the extent provided in Section 6.1(b). (d) All distributions required to be made under this Agreement shall be made subject to Sections 17-607 and 17-804 of the Delaware Act. (e) Notwithstanding Section 6.1(b) and Section 6.1(c), in the event of the dissolution and liquidation of the Partnership, cash shall be applied and distributed solely in accordance with, and subject to the terms and conditions of, Section 12.4. (f) Each distribution in respect of a Partnership Interest shall be paid by the Partnership, directly or through any Transfer Agent or through any other Person or agent, only to the Record Holder of such Partnership Interest as of the Record Date set for such distribution. Such payment shall constitute full payment and satisfaction of the Partnership’s liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise.

Appears in 1 contract

Samples: Limited Partnership Agreement (Rattler Midstream Lp)

Distributions to Record Holders. (a) The Board Except as provided in Section 5.12(b)(i), within 45 days following the end of Directors may adopt a cash distribution policyeach Quarter, which it may change from time an amount equal to time without amendment 100% of Available Cash with respect to such Quarter shall be distributed in accordance with this Article VI by the Partnership to the Common Unitholders as of the Record Date selected by the General Partner. For the avoidance of doubt, the Series A Preferred Units shall not be entitled to distributions pursuant to this AgreementSection 6.3. (b) Prior to making any distributions in respect of any calendar quarter to Record Holders of Common Units pursuant to Section 6.1(c6.3(c), and after making any distributions to the holders of Series A Preferred Units pursuant to Section 5.12(b)(i), the Partnership will distribute to the Record Holders of Class B Units a quarterly amount per Class B Unit equal to the Class B Distribution Amount and will distribute to the Record Holder of the General Partner Interest a quarterly amount in respect of the General Partner Interest equal to the GP Distribution Amount; provided, however, that if insufficient cash is available for such distribution, any amount distributed pursuant to this Section 6.1(b) will be distributed pro rata between the Class B Units, on the one hand, and the GP Interest, on the other hand, based on the ratio of (A) the product of the number of outstanding Class B Units multiplied by Class B Distribution Amount to (B) the GP Distribution Amount. (c) Except as contemplated by The Partnership shall make distributions of Available Cash pursuant to this Section 5.7, after making the distributions in Section 6.1(b), (i) the Partnership will make distributions6.3, if any, to all Record Holders the holders of Common Units, Pro Rata and (ii) no distributions distribution shall be made under any circumstances in respect of any Class B Units, except to the extent as provided in Section 6.1(b6.3(b). (d) All distributions required to be made under this Agreement shall be made subject to Sections 17-607 and 17-804 of the Delaware Act. (e) Notwithstanding Section 6.1(b) and Section 6.1(c6.3(b), in the event of the dissolution and liquidation of the Partnership, cash shall be applied and distributed solely in accordance with, and subject to the terms and conditions of, Section 12.4. (f) Each distribution in respect of a Partnership Interest shall be paid by the Partnership, directly or through any Transfer Agent or through any other Person or agent, only to the Record Holder of such Partnership Interest as of the Record Date set for such distribution. Such payment shall constitute full payment and satisfaction of the Partnership’s 's liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise.

Appears in 1 contract

Samples: Recapitalization Agreement (Kimbell Royalty Partners, LP)

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Distributions to Record Holders. (a) The Board Except as provided in ‎Section 5.11(b)(i), on or before the Distribution Date for the applicable Quarter, an amount equal to 100% of Directors may adopt a cash distribution policyAvailable Cash with respect to such Quarter shall be distributed in accordance with this ‎Article VI by the Partnership to the Common Unitholders as of the Record Date selected by the General Partner. For the avoidance of doubt, which it may change from time the Series A Preferred Units shall not be entitled to time without amendment distributions pursuant to this Agreement‎Section 6.1. (b) Prior to making any distributions in respect of any calendar quarter Quarter to Record Holders of Common Units pursuant to Section ‎Section 6.1(c), and after making any distributions to the holders of Series A Preferred Units pursuant to ‎Section 5.11(b)(i), the Partnership will distribute to the Record Holders of Class B Units a quarterly amount per Class B Unit equal to the Class B Distribution Amount and will distribute to the Record Holder of the General Partner Interest a quarterly amount in respect of the General Partner Interest equal to the GP Distribution Amount; provided, however, that if insufficient cash is available for such distribution, any amount distributed pursuant to this Section 6.1(b) will be distributed pro rata between the Class B Units, on the one hand, and the GP Interest, on the other hand, based on the ratio of (A) the product of the number of outstanding Class B Units multiplied by Class B Distribution Amount to (B) the GP Distribution Amount. (c) Except as contemplated by Section 5.7, after making the The Partnership shall make distributions in Section 6.1(b), (i) the Partnership will make distributionsof Available Cash pursuant to this ‎Section 6.1, if any, to all Record Holders the holders of Common Units, Pro Rata and (ii) no distributions distribution shall be made under any circumstances in respect of any Class B Units, except to the extent as provided in Section ‎Section 6.1(b). (d) All distributions required to be made under this Agreement shall be made subject to Sections 17-607 and 17-804 of the Delaware Act. (e) Notwithstanding Section ‎Section 6.1(b) and Section 6.1(c), in the event of the dissolution and liquidation of the Partnership, cash shall be applied and distributed solely in accordance with, and subject to the terms and conditions of, Section ‎Section 12.4. (f) Each distribution in respect of a Partnership Interest shall be paid by the Partnership, directly or through any Transfer Agent or through any other Person or agent, only to the Record Holder of such Partnership Interest as of the Record Date set for such distribution. Such payment shall constitute full payment and satisfaction of the Partnership’s liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise.

Appears in 1 contract

Samples: Limited Partnership Agreement (Kimbell Royalty Partners, LP)

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