Excess Distributions. To the extent that the aggregate of actual and deemed distributions to a Member under this Article VI for any period exceeds the distributions to which such Member is entitled for such period, the amount of such excess shall be considered an amount upon which the Company shall pay a preferred return to all other Members, in proportion to the As-Converted Percentage Interests of such other Members, until such excess has been repaid to the Company by the Member receiving such excess distribution, which repayment shall be made out of distributions to which such Member would otherwise be subsequently entitled if the Member does not otherwise repay such excess. The preferred return payable under this Section 6.3 shall be seven and one-half percent (7.5%) per annum, accruing from and after the date on which such excess is distributed. Notwithstanding any other provision in this Agreement to the contrary, if an excess distribution or advance distribution made to a Member or a shortfall tax distribution as calculated under Section 6.4(c) remains outstanding when such Member or any other Member disposes of its interest in the Company, by transfer, liquidation, conversion into stock of RPH or otherwise, a payment by such Member or an adjustment to such other Member’s Units shall be made to settle the outstanding amount; provided, that, any adjustment to the Member’s Units in the Company will be made in Series A Preferred Units to ensure that the Xxxx Members, collectively, own at least 51% of the common equity in the Company.
Excess Distributions. If, at the end of the Company's term and after the final liquidating distribution described in Section 6.2(a), a Member has received Excess Distributions, such Member (to the extent not offset against the amount distributable to such Member pursuant to the final liquidating distribution described in Section 6.2(a)) shall contribute cash to the Company in the amount equal to the Net Excess Distributions (the "Clawback Obligation"), which contributions shall, subject to the Act, be distributed to the Members in proportion to their respective Percentage Interests. The Manager shall use all reasonable efforts to enforce such Clawback Obligation on behalf of the Company.
Excess Distributions. Effective for excess distributions made after December 31, 1986 and before 1997, you will be subject to a 15% penalty tax on such amounts. The term "excess distribution" means the aggregate amount of your retirement distribution from any plan, contract or account that at any time has been treated as a qualified employer plan or IRA and the total you receive during any calendar year, less certain exclusions, exceeds $160,000 in 1997, as indexed for cost-of-living adjustments. The excess distribution tax does not apply to: (1) distributions after the participant's death; (2) rollover distributions; (3) distributions that represent nondeductible contributions; and (4) distributions of contributions and allocable income pursuant to Code Section 408(d)(4). If you had an accrued balance in your retirement plans of more than $562,500 on August 1, 1986, a special grandfather rule permits you to elect, on a Form 5329 filed with a tax return filed for tax year 1987 or 1988, to exempt from the tax distributions attributable to your accrued balance as of August 1, 1986. (The election or nonelection became irrevocable after the filing deadline for the taxable year beginning in 1988 passed.) Although exempt from the tax, such distributions are included in determining whether an excess distribution has been made. The excess distributions tax does not apply to payments made after your death, but your estate may be subject to a 15% "excess retirement accumulations" tax on the amount by which the present value of undistributed amounts in IRAs, plus your interests in qualified plans or annuities, exceeds the present value of an annuity providing annual payments equal to the annual limitations described above for a fixed period equal to your life expectancy immediately prior to your death. The tax may not be offset by any credits against the estate tax, such as the unified credit. If you elect the grandfather provisions described above, special rules apply. Consult the IRS or your tax adviser if you need guidance as to the applicability of these penalty taxes to your IRA. This penalty tax has been suspended for IRA distributions after 1996 and before January 1, 2000.
Excess Distributions. To the extent that the aggregate of distributions to a Member under this Article VI for any period exceeds the amount of distributions to which such Member is entitled for such period as a result of any withholding under Section 6.2. the amount of such excess will be considered a loan from the Company to such Member. Such loan will bear interest (which interest will be treated as an item of income to the Company) at the lesser of the maximum rate permitted by law or the Prime Rate, until discharged by such Member by repayment, which may be made in the sole discretion of the Manager out of distributions to which such Member would otherwise be subsequently entitled.
Excess Distributions. Within 45 days after the last day of each -------------------- fiscal quarter of the Companies, Borrower shall make a mandatory prepayment of Principal Debt equal to the lesser of either (i) Excess Distributions for the preceding fiscal quarter or (ii) the total of the next four installments of Principal Debt due on the Term Loan and, if any, the Revolving Facility. Although such prepayments shall be applied to Principal Debt installments in inverse order of maturity, they shall be applied first to the Term Loan (up to the amount of the next four Principal Debt installments due on the Term Loan) and second to the Revolving Facility.
Excess Distributions. If any Partner receives a distribution from the Partnership in excess of the amount such Partner should have received in accordance with the provisions of this Agreement at the time the distribution was made, such Partner shall be obligated to refund any such excess to the Partnership for reallocation to the Partner or Partners rightfully entitled to such distribution upon demand to do so by any Partner. In the event that distributions in kind are made to the Partners upon dissolution and liquidation of the Partnership, the capital account balances of such Partners shall be adjusted to reflect the Partners’ allocable share of gain or loss which would have resulted if the distributed property had been sold at its Fair Market Value.
Excess Distributions. There is a 15% excise tax assessed against annual distributions from tax-favored retirement plans, including IRAs, which exceed the greater of $150,000 or $112,500 (indexed to reflect cost-of-living increases), although the tax will be suspended for distributions in 1997, 1998 and 1999. To determine whether you have distributions in excess of this limit, you must aggregate the amounts of all distributions received by you during the calendar year from all retirement plans, including IRAs. Please consult your tax adviser for more complete information, including the availability of favorable elections.
Excess Distributions. To the extent that the aggregate of actual and deemed distributions to a Partner under this Article VI for any period exceeds the distributions to which such Partner is entitled for such period, the amount of such excess shall be considered a loan from the Partnership to such Partner. Such loan shall bear interest (which interest shall be treated as an item of income to the Partnership) at the Default Rate, accruing from and after the date which is ten (10) days after a Partner, on behalf of the Partnership, makes demand for repayment of any such excess, and such interest shall accrue until discharged by such Partner by repayment, which shall be made out of distributions to which such Partner would otherwise be subsequently entitled if the Partner does not otherwise repay such loan.
Excess Distributions. Distributions from tax-favored retirement plans, including IRAs, are assessed a 15% excise tax when they exceed a certain threshold amount. This threshold amount for the application of excess distribution and excess accumulation penalties is adjusted to reflect cost of living increases. Please call us for the current threshold amount. To determine whether you have distributions in excess of this limit, you must combine the amounts of all distributions you receive during the calendar year from all retirement plans, including IRAs. Please consult with your tax advisor for more complete information, including the availability of favorable elections.
Excess Distributions. If any Member receives a distribution from the Company in excess of the amount such Member should have received in accordance with the provisions of this Agreement at the time the distribution was made, such Member shall be treated as holding such amount in a constructive trust for the benefit of the other member and shall be obligated to refund any such excess to the Company for reallocation to the Member or Members rightfully entitled to such distribution upon demand to do so by any Member.
