Distributions to Sellers Sample Clauses

Distributions to Sellers. Sellers and Buyer acknowledge and agree that Sellers are entitled to distributions made by the Company after the Closing with respect to (a) Distributable Cash for each calendar month ending prior to and through the Closing Date and (b) tax liability distributions for the 2009 Fiscal Year, in each case pursuant to the LLC Agreement and in accordance with each Seller’s respective Participating Percentage (as it existed just prior to Closing), and the Buyer as Manager, will cause the Company to make such distributions.
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Distributions to Sellers. As of the Closing Date, the Company has cash in an amount not less than the deferred revenues of the Company.
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Distributions to Sellers. Since the Balance Sheet Date, no Company Party has made any dividend or distribution of cash or other assets to any Seller except for repayments of Company Indebtedness.
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Distributions to Sellers. Following its receipt of any portion of the Adjustment Escrow Amount pursuant to Section 3.3(d) or Section 3.3(e), the Seller Representative shall promptly distribute such amount to Sellers in accordance with their respective Percentage Interests.
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Distributions to Sellers. Beginning one (1)-year after the Closing Date until the five (5)-year anniversary thereof (such period the “Distribution Period”), SELLERs shall have an opportunity to receive an annual preferred dividend (“Dividend”), up to $4,500,000 per fiscal year, totaling no more than $18,000,000 over the Distribution Period, based upon the cumulative consolidated financial performance (“Financial Performance”) of the Companies. Such Financial Performance must initially achieve at least 100% of the Business Plan for the Dividend to become earned and payable to SELLERs. Additionally, each annual dividend will be determined and paid by the Free Cash Flow (“FCF”) of the Companies Financial Performance, whereby the payment amount of each earned annual Dividend will not exceed the annual FCF. Subject to the preceding sentence, if the amount paid in any fiscal year is less than the maximum amount established for such fiscal year, then the maximum amount for the subsequent year will be increased by the amount of such “shortfall.” Each Dividend will be determined at the end of each fiscal year utilizing the cumulative net income of the Companies, and be paid by Holdings immediately upon completion of the annual financial statement audit by BUYER’s PCAOB registered public accounting firm. After the initial Financial Performance of the Companies achieves 100% of the Business Plan, in order for the Dividend to continue to be earned and payable, the Financial Performance of the Companies must achieve at least 70% of the annual Business Plan. Additionally, although the financial performance of each fiscal year will determine the annual Dividend earned and payable, the Financial Performance over the five (5)-year period within the Business Plan, will determine the final Dividend earned and due to SELLERs. For example, in the event the Companies achieve 100% of the Business Plan during fiscal years one (1) through five (5), an example of the FCF, earned Dividend, payment and payment shortfall of such earned Dividend, and subsequent payment of Dividend shortfall are as follows: USD 000 NUTRIBRANDS - Business Plan Y.1 Y.2 Y.3 Y.4 Y.5 Total Revenue $ 18,430 $ 42,241 $ 69,741 $ 100,994 $ 135,584 $ 366,989 Net Income $ 1,533 $ 5,870 $ 13,203 $ 23,839 $ 35,777 $ 80,222
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Distributions to Sellers. (a) The Sellers, TKOG and the Buyers acknowledge that the Company and LAMB U.S. have declared and paid bonuses to the Sellers as set forth in the Financial Statements and have withheld, on behalf of the Sellers, the taxes payable in connection with such bonuses, of which a portion of such withheld amounts have not yet been remitted to the appropriate taxation authorities. 40 Page 40
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Distributions to Sellers. Prior to or at the Closing, the Acquired Entity shall have transferred, conveyed, and assigned unto the Sellers all right, title, and interest in and to The Ridge Club bond and all key man life insurance as specified on Schedule 5.20 and allocated in accordance therewith.
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Distributions to Sellers. Prior to Closing or within five (5) days after the Closing, Target shall make a cash distribution to Sellers in the aggregate amount of Thirty-Five Million Dollars ($35,000,000) less any other distributions made after June 30, 2009, other than the membership distributions made on or about September 15, 2009 in the aggregate amount of $2,543,907 (the “September Distributions”).
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Related to Distributions to Sellers

  • Distributions to Shareholders (a) The Trustees shall from time to time distribute ratably among the Shareholders of any class of Shares, or any series of any such class, in accordance with the number of outstanding full and fractional Shares of such class or any series of such class, such proportion of the net profits, surplus (including paid-in surplus), capital, or assets held by the Trustees as they may deem proper or as may otherwise be determined in accordance with this Declaration. Any such distribution may be made in cash or property (including without limitation any type of obligations of the Trust or any assets thereof) or Shares of any class or series or any combination thereof, and the Trustees may distribute ratably among the Shareholders of any class of shares or series of any such class, in accordance with the number of outstanding full and fractional Shares of such class or any series of such class, additional Shares of any class or series in such manner, at such times, and on such terms as the Trustees may deem proper or as may otherwise be determined in accordance with this Declaration.

  • Distributions to Members To the extent available after meeting the financial obligations of the Company, and after providing any necessary reserves as determined by the Manager, the Company shall distribute cash and other assets to the Member in a manner determined by the Manager, at such times and on such terms and conditions as deemed appropriate by the Manager.

  • Distributions of Special Payments 25 SECTION 2.5. DESIGNATED REPRESENTATIVES...................................................................... 28 SECTION 2.6. CONTROLLING PARTY............................................................................... 29 ARTICLE III RECEIPT, DISTRIBUTION AND APPLICATION OF AMOUNTS RECEIVED........................................... 31

  • Allocations Distributions Each item of income, gain, loss, deduction and credit of the Company shall be allocated 100% to the Member. Each distribution of cash or other property by the Company shall be made 100% to the Member. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

  • Cash Flow Distributions The Cash Flow of the Company, if any, shall be distributed to the Member subject to any limitations on the Company’s ability to make distributions imposed by the Company’s lenders or by applicable law.

  • Distributions to the Borrower The Agent may (with the Borrower’s consent or in accordance with Clause 28 (Set-off)) apply any amount received by it for the Borrower in or towards payment (on the date and in the currency and funds of receipt) of any amount due from the Borrower under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

  • Interim Distributions At such times as may be determined by it in its sole discretion, the Trustee shall distribute, or cause to be distributed, to the Beneficiaries, in proportion to the number of Trust Units held by each Beneficiary relating to the Trust, such cash or other property comprising a portion of the Trust Assets as the Trustee may in its sole discretion determine may be distributed without detriment to the conservation and protection of the Trust Assets in the Trust.

  • Distributions of Cash (a) The Partnership shall distribute cash on a quarterly (or, at the election of the General Partner, more frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in the following manner: (i) first, to the General Partner in an amount equal to the GP Minimum Return with respect to the fiscal year of the General Partner; (ii) second, to the Limited Partners pro rata among them in proportion to the their respective Unpaid Return, if any, owing to each such Limited Partners with respect to prior fiscal years, in an amount equal to their respective Unpaid Return for such prior fiscal years owing to each such Limited Partner; (iii) third, after the establishment of reasonable cash reserves to meet REIT Expenses and other obligations of the Partnership, as determined in the sole and absolute discretion of the General Partner, to the General Partner and the Limited Partners in such aggregate amount as may be determined by the General Partner in its sole and absolute discretion to be allocated among the General Partner and the Limited Partners such that each Limited Partner will receive an amount equal to its LP Return for such fiscal year; and (iv) finally, to the Partners in accordance with and in proportion to their respective Percentage Interests; provided, however, that if a new or existing Partner acquires an additional Partnership Interest in exchange for a Capital Contribution on any date other than a Partnership Record Date, the cash distribution attributable to such additional Partnership Interest relating to the Partnership Record Date next following the issuance of such additional Partnership Interest shall be reduced to the proportion thereof which equals (i) the number of days that such additional Partnership Interest is held by such Partner divided by (ii) the number of days between such Partnership Record Date and the immediately preceding Partnership Record Date. Notwithstanding the foregoing, however, the Original Limited Partner may, in its sole and absolute discretion, elect to defer any distribution to be made to it, in which case the amount so deferred shall be deemed to be an additional Capital Contribution made on behalf of the Original Limited Partner under Section 4.02(c) hereof, to be distributed to the Original Limited Partner upon liquidation of the Partnership under Section 5.06 hereof, or at such time as the Original Limited Partner may otherwise be allowed to withdraw from the Partnership after the Transfer Restriction Date.

  • 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.

  • 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.

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