Joint Venture Distributions Sample Clauses

Joint Venture Distributions. From and after the Closing, unless prohibited by any Law or Contract between the Company and one or more third parties and except as otherwise determined by the unanimous vote of the board of directors of the Company, the Company shall distribute at least annually to shareholders of the Company, in the form of cash dividends, available cash proceeds received by the Company from the Joint Venture as a result of the Company’s membership in the Joint Venture, after payment of or reasonable provision for any and all expenses and liabilities of the Company, in each case as determined by the board of directors of the Company in its reasonable discretion.
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Joint Venture Distributions. To the extent any Joint Venture receives any proceeds from any of the events specified in Sections 4.02(d), (e), (f) and (h) then, to the extent the Net Equity Proceeds, Net Debt Proceeds, Net Sale Proceeds or Net Insurance Proceeds, as the case may be, from any such event would have to be applied to repay outstanding Term Loans or outstanding Revolving Loans (as a result of a reduction to the Total Revolving Loan Commitment), if received by the Borrower or a Wholly-Owned Subsidiary of the Borrower, the Borrower will use its best efforts to cause such Joint Venture to distribute to the Borrower or a Wholly-Owned Subsidiary thereof, concurrently with or as soon after the respective event as is practicable, the Borrower's Allocable Share of such proceeds received by such Joint Venture, provided that the Borrower's obligations under this Section 8.14 are subject to (i) the ability of the Borrower or a Wholly-Owned Subsidiary thereof to control the timing of distributions by such Joint Venture, (ii) any applicable contractual restrictions, (iii) any fiduciary responsibility that the Borrower or such Wholly-Owned Subsidiary may have to the other joint venture partner, (iv) in the case of any Non-
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Joint Venture Distributions. To the extent any Joint Venture receives any Net Cash Proceeds from any of the events specified in Sections 3.03(c) and (d) then, to the extent such Net Cash Proceeds would have to be applied to reduce the Total Revolving Loan Commitment in accordance with the requirements of Sections 3.03(c), and/or (d), as the case may be, if received by a Wholly-Owned Subsidiary of the Company, the Company will use its best efforts to cause such Joint Venture to distribute to the Company or a Wholly-Owned Subsidiary thereof, concurrently with or as soon after the respective event as is practicable, the Company's Allocable Share of such Net Cash Proceeds received by such Joint Venture.
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Joint Venture Distributions. To build JV value and provide for possible interest payments if funds raised are borrowed 25% of all net JV earnings per completed policy transaction will be retained in the JV's cash account, and the balance of net earnings (75%) will be distributed equally to the JV members.
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Joint Venture Distributions. 69 8.15 Existing Glendale Debt............................................................... 70 8.16 Maintenance of Corporate Separateness................................................ 70
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Joint Venture Distributions. 70 8.15 Maintenance of Corporate Separateness. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
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Joint Venture Distributions. Prior to Closing, TIN and PBL, in their capacities as Members of the Joint Venture, have caused their representatives serving on the Management Committee of the Joint Venture to consent to and authorize, contingent upon Closing, distributions of (i) fifty percent (50%) of Distributable Cash to Seller and (ii) fifty percent (50%) of Distributable Cash to TIN (collectively, the “Closing Distribution”). Seller and Purchaser acknowledge and agree that if the Closing occurs and the Closing Distribution is made pursuant to this Section 5.2, such Closing Distribution will be in full and complete satisfaction of Seller’s right to receive any other distribution or payment from the Joint Venture. On the date immediately preceding the Closing Date, the Joint Venture shall pay the Closing Distribution by wire transfer of immediately available funds to the account or accounts specified by Seller and TIN pursuant to Section 2.6(a)(i) or any other account or accounts subsequently designated by Seller or TIN.
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Joint Venture Distributions. 38 9.13 Corporate Separateness.................................. 39 9.14
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Related to Joint Venture Distributions

  • Operating Distributions Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

  • Share Distributions Upon the timely receipt by the Depositary of a notice from the Company that it intends to make a distribution that consists of a dividend in, or free distribution of Shares, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.9 of the Deposit Agreement. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, the Depositary shall either (i) subject to Section 5.9 of the Deposit Agreement, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary, and (b) taxes). In lieu of delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 of the Deposit Agreement.

  • Liquidating Distributions Notwithstanding anything to the contrary in this Article VII or in Section 8.3 of the Master Agreement, upon the sale of the Property or the dissolution and liquidation of the Series in accordance with the provisions of this Agreement and of Section 8.3 of the Master Agreement, the proceeds of liquidation of the Series or the sale of the Property will be distributed within ninety (90) days of the date of sale of the Property or the dissolution and liquidation in the following order and priority: (i) First, to creditors of the Series, including the Members who are creditors, to the extent otherwise permitted by law, in satisfaction (whether by payment or the making of reasonable provision for payment thereof) of all debts, liabilities, obligations and expenses of the Series, including, without limitation, the expenses incurred in connection with the liquidation of the Series; and (ii) Second, to the Members pro rata in proportion to their holdings of Shares, with such Distributions to be made by the end of the Fiscal Year during which the liquidation occurs (or, if later, ninety (90) days after the date of the liquidation).

  • Distributions; Upstream Payments Declare or make any Distributions, except Upstream Payments and Permitted Distributions; or create or suffer to exist any encumbrance or restriction on the ability of a Subsidiary of Parent to make any Upstream Payment, except for restrictions under the Loan Documents, under Applicable Law or in effect on the Closing Date as shown on Schedule 9.1.15.

  • Cash Distributions Whenever the Depositary receives confirmation from the Custodian of the receipt of any cash dividend or other cash distribution on any Deposited Securities, or receives proceeds from the sale of any Deposited Securities or any other entitlements held in respect of Deposited Securities under the terms hereof, the Depositary will (i) if at the time of receipt thereof any amounts received in a Foreign Currency can in the judgment of the Depositary (pursuant to Section 4.8) be converted on a practicable basis into Dollars transferable to the United States, promptly convert or cause to be converted such cash dividend, distribution or proceeds into Dollars (on the terms described in Section 4.8), (ii) if applicable, establish the ADS Record Date upon the terms described in Section 4.9, and (iii) distribute promptly the amount thus received (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld) to the Holders entitled thereto as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent, and any balance not so distributed shall be held by the Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution to Holders of ADSs outstanding at the time of the next distribution. If the Company, the Custodian or the Depositary is required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxes, duties or other governmental charges, the amount distributed to Holders on the ADSs representing such Deposited Securities shall be reduced accordingly. Such withheld amounts shall be forwarded by the Company, the Custodian or the Depositary to the relevant governmental authority. Evidence of payment thereof by the Company shall be forwarded by the Company to the Depositary upon request.

  • 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.

  • No Distributions Make any Distribution except Permitted Distributions.

  • Interest on and Return of Capital Contributions No Member shall be entitled to interest on its Capital Contribution or to return of its Capital Contribution, except as otherwise specifically provided for herein.

  • Capital Contributions Distributions 17 TABLE OF CONTENTS (continued)

  • Limitations on Return of Capital Contributions Notwithstanding any of the provisions of this Article 5, no Partner shall have the right to receive and the General Partner shall not have the right to make, a distribution that includes a return of all or part of a Partner’s Capital Contributions, unless after giving effect to the return of a Capital Contribution, the sum of all Partnership liabilities, other than the liabilities to a Partner for the return of his Capital Contribution, does not exceed the fair market value of the Partnership’s assets.

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