Distributions; Withholding. (a) The Trustee shall distribute to the Litigation Trust Beneficiaries, in accordance with this Article 6, all net Cash income plus all net Cash proceeds from the liquidation of Litigation Trust Assets; provided, however, that the Litigation Trust may retain and not distribute to the Litigation Trust Beneficiaries, and maintain as a reserve, such amounts as determined by the Trustee (i) as are reasonably necessary to meet contingent liabilities of the Litigation Trust during liquidation, (ii) to pay reasonable and necessary expenses incurred in connection with liquidation and any taxes imposed on the Litigation Trust or in respect of the Litigation Trust Assets, and (iii) as are reasonably necessary to establish and maintain the Disputed Equity Interest Reserve (defined below). The Debtors shall provide the Trustee with such information as may be reasonably requested by the Trustee regarding the stock transfer ledger for purposes of maintaining and establishing the Disputed Equity Interest Reserve set forth in clause (iii) of the preceding sentence. All distributions and/or payments to be made to the holders of Trust Interests pursuant to this Agreement shall be made to each holder of Litigation Trust Interests pro rata based on the amount of Litigation Trust Interests held by such holder compared with the aggregate amount of Litigation Trust Interests outstanding, subject, in each case, to the terms of the Confirmation Order, the Plan and this Agreement. The Trustee may withhold from amounts distributable to any Person any and all amounts, determined in the Trustee’s reasonable sole discretion, to be required by any law, regulation, rule, ruling, directive or other governmental requirement.
(b) As set forth more fully in the Plan and Confirmation Order (i) distributions on account of D&O Claims shall be made 100% to Non-Insider Equity Interest Holders on a pro rata basis; (ii) distributions on account of the Causes of Action shall be distributed first to Vactronix, Inc., as reimbursement for the Expense Fund, until Vactronix has been reimbursed in full, and second, after Vactronix has been reimbursed in full, 85% to Non-Insider Equity Interest Holders on a pro rata basis and 15% to Insider Equity Interest Holders on a pro rata basis.
Distributions; Withholding. (i) The Company shall distribute to the Members with respect to each calendar quarter of each Tax Year, on a pro rata basis in accordance with their Membership Percentages, an amount of cash equal to the Estimated Tax Distribution Amount. Each pro rata distribution of the Estimated Tax Distribution Amount shall be made to the Members in immediately available funds no later than three Business Days immediately preceding the date of HoldCo’s corresponding payment obligation under Section 8 of the Tax Matters Agreement. If the Annual Tax Distribution Amount for a Tax Year exceeds the sum of Estimated Tax Distribution Amounts for such Tax Year, the Company shall, within 20 days after filing its Internal Revenue Service Form 1065, distribute to the Members, on a pro rata basis in accordance with their Membership Percentages, an amount of cash equal to such excess. If the sum of Estimated Tax Distribution Amounts for a Tax Year exceeds the Annual Tax Distribution Amount for such Tax Year, the Company shall so notify each of the Members and each Member shall, within 20 days after the Company files its Internal Revenue Service Form 1065, refund to the Company its pro rata share of such excess or, at the Company’s election, offset such excess against future distributions pursuant to this Section 8.02(a)(i).
(ii) Except as specified in Section 8.02(a)(i) and Article 12 and subject to Section 8.02(c), (i) the Company shall have no obligation to distribute any cash or other property of the Company to the Members and
Distributions; Withholding. Distributions to the Members 18 Section 5.02 Withholding 19 ARTICLE VI
Distributions; Withholding. (i) To the fullest extent permitted by Law, but subject to Annex 1, the Company shall distribute to the Common Members with respect to each Estimated Tax Distribution Period of each Tax Year, on a pro rata basis in accordance with their Membership Percentages, an amount of cash such that the cumulative amount distributed pursuant to this Section 8.02(a)(i) for such Tax Year is equal to the Estimated Tax Distribution Amount with respect to such Estimated Tax Distribution Period; provided that if the Annual Tax Distribution Amount for a Tax Year exceeds the Estimated Tax Distribution Amount with respect to the last Estimated Tax Distribution Period of such Tax Year, the Company shall, within 20 days after filing its Internal Revenue Service Form 1065, distribute to the Common Members, on a pro rata basis in accordance with their Membership Percentages, an amount of cash equal to such excess; provided further that if the Estimated Tax Distribution Amount with respect to the last Estimated Tax Distribution Period of a Tax Year exceeds the Annual Tax Distribution Amount for such Tax Year, the Company shall so notify each of the Common Members, and each Common Member shall, within 20 days after the Company files its Internal Revenue Service Form 1065, refund to the Company its pro rata share of such excess or, at the Company’s election, offset such excess against future distributions pursuant to this Section 8.02(a)(i).
(ii) Except as specified in Section 8.02(a)(i) and Article 11 and subject to Section 8.02(c), (A) the Company shall have no obligation to distribute any cash or other property of the Company to the Members and (B) the Board shall have sole discretion in determining whether to distribute any cash or other property of the Company, when available, and in determining the timing, kind and amount of any and all distributions.
(iii) The Company is authorized to withhold from distributions, or with respect to allocations to the Members, any amounts required to be withheld under Law. All amounts withheld with respect to distributions or allocations to a Member shall be treated as if such amounts were distributed to such Member under this Agreement. Provided the Company determined the amount of any required withholding reasonably and in good faith, neither the Company nor the Tax Matters Member shall be liable for any over-withholding in respect of any Member’s Units, and, in the event of any such over-withholding, a Member’s sole recourse shall be to appl...
Distributions; Withholding. Distributions of cash shall be made to the Members by wire transfer of immediately available funds to the account designated by the relevant Member. Subject to Section 8.02(a)(ii), any distribution shall be made to the Members as follows (and, for illustrative purposes only, the parties contemplate that such distributions shall be made as specified on Schedule 8.02(a)):
Distributions; Withholding. Quarterly, the Trustee shall distribute Litigation Trust Assets that become deliverable during the preceding calendar quarter subject to the priority of distribution under Section 6.7; provided, however, that the Trustee must retain and reserve an escrow of such amounts as are reasonably necessary to satisfy amounts that would be distributable in respect of Disputed Claims if the Disputed Claims were allowed in the face amount of such Disputed Claims (the “Disputed Claim Reserve”), and any such other amounts (such as other claims or other contingent liabilities) as reasonably necessary in his business judgment to fulfill his duties under the Plan or this Agreement.
Distributions; Withholding. As soon as reasonably practicable after the Effective Date, the Shared Assets Trust, after funding the Trust Funding and establishing the Claims Reserve and/or reserving any other Cash as determined by the Shared Assets Trustee and the Beneficiary Committee, shall distribute to the Class A and Class B Beneficiaries in accordance with Section 6.2 all excess Cash, if any. Subject to the discretion of the Beneficiary Committee, the Shared Assets Trust shall make quarterly distributions of Cash to the Class A Beneficiaries and the Class B Beneficiary in accordance with Section 6.2. The Shared Assets Trustee may withhold from amounts distributable to any Person any and all amounts, determined in the Shared Assets Trustee’s reasonable sole discretion, required by any law, regulation, rule, ruling, directive or other governmental requirement. As provided in the Plan, Beneficiaries shall, as a condition to receiving distributions, provide such information and take such steps as the Shared Assets Trustee may reasonably require to ensure compliance with withholding and reporting requirements, and to enable the Shared Assets Trustee to obtain certifications and information as may be necessary or appropriate to satisfy the provisions of any tax law.
Distributions; Withholding. (a) The Unsecured Claims Trustee shall, in consultation with the Unsecured Claims Trust Board, make distributions to the holders of the Unsecured Claims Trust Interests, as soon as practicable, consistent with terms of the Unsecured Claims Trust Agreement and the Plan; provided, that the Unsecured Claims Trustee shall distribute at least annually all Unsecured Claims Trust Proceeds other than such amounts as it determines may be necessary to retain in order to maintain the Disputed Unsecured Claims Reserve Account and the Expense Account. Distributions of the net income of the Unsecured Claims Trust, plus all net proceeds from the Unsecured Claims Trust Assets, shall be made to the Unsecured Claims Trust Beneficiaries on or as soon as practicable after the date on which (i) all Disputed Unsecured Claims have become either Allowed or Disallowed, (ii) all Trustee Causes of Action have been fully and finally settled, resolved or abandoned and (iii) all fees, expenses and costs expended or incurred by or on behalf of the Unsecured Claims Trustee have been paid (the “Unsecured Claims Trust Distribution Date”), subject to the provisions of this Section 6.1.
(b) Prior to making any distribution to Unsecured Claims Trust Beneficiaries prior to the Unsecured Claims Trust Distribution Date, upon approval of the Unsecured Claims
Distributions; Withholding. In the event that any amount is to be paid to, or for the benefit of, a SARs Participant in accordance with this Agreement or the Interest Holder Representative Agreement and the Interest Holder Representative determines to remit such payment to the Surviving Company, the Parent and the Surviving Company hereby agree that the Surviving Company shall promptly pay such amounts to the applicable SARs Participants, subject to withholding pursuant to Section 2.09(e), and in accordance with their Allocable Portion (as determined by the Interest Holder Representative) of such amount.
Distributions; Withholding. The Liquidation Trustee shall make distributions to the Primary Beneficiaries in accordance with the Plan at such times and in such amounts as the Liquidation Trustee may determine in its sole discretion, after appropriate Reserves have been established to fund amounts required under the Plan; provided, in addition, to the Reserves, the Liquidation Trust may retain and supplement from time to time a supplemental reserve (the “Supplemental Reserve”) in such amount: (a) as is otherwise reasonably necessary to meet contingent liabilities and to maintain the value of the Liquidation Trust Assets during the term of the Liquidation Trust; (b) to otherwise pay reasonable administrative expenses including, without limitation, the compensation and the reimbursement of reasonable, actual and necessary costs, fees, and expenses (including attorneys’ fees and expenses, financial advisor fees and expenses, and Distribution Agent fees and expenses) of the Liquidation Trustee in connection with the performance of its duties in connection with this Liquidation Trust Agreement; and (c) to otherwise satisfy all other liabilities and claims of creditors of the Liquidation Trust incurred or assumed in respect of the Liquidation Trust (or to which the Liquidation Trust Assets are otherwise subject) in accordance with the Plan and this Liquidation Trust Agreement. All such distributions shall be made as provided, and subject to any withholding, the Reserves, or the Supplemental Reserve as set forth in this Liquidation Trust Agreement or the Plan. Additionally, the Liquidation Trustee may withhold from amounts distributable to any Beneficiary any and all amounts, determined in the Liquidation Trustee’s sole discretion, to be required by any law, regulation, rule, ruling, directive, or other governmental requirement. In addition, all distributions under this Liquidation Trust Agreement shall be net of the actual and reasonable costs of making such distributions.
