L iquidating Distributions. In the event of liquidation of the company pursuant to Article X below, any remaining assets of the Company shall be distributed in accordance with Section 10.2 below.
L iquidating Distributions Sample Clauses
Related to L iquidating Distributions
Trust Account; Distributions On or before the issuance of the Certificates, Xxxxxx Xxx shall either (i) open with an Eligible Depository one or more trust accounts in the name of the Trustee of the Trust Fund that shall collectively be the “Trust Account”, (ii) in lieu of maintaining any such account or accounts, maintain the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Lower Tier Regular Classes and all investments of any such amounts as being held by it in its capacity as Trustee for the benefit of the Holders of the Trust Fund Certificates or
Distributions Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.
Accounts Distributions (a) On or prior to the Closing Date, the Indenture Trustee shall establish and maintain or cause to be established and maintained, in the name of the Indenture Trustee for the benefit of the Noteholders, the Transferor and the Insurer, the Distribution Account as provided in Article V of the Sale and Servicing Agreement into which amounts shall be deposited in accordance with the terms of the Sale and Servicing Agreement.
IN-KIND DISTRIBUTIONS Subject to Section 00-00-000 of the Act, the Company may make in-kind distributions of the Company assets, provided the Members unanimously agree and such agreement is in writing. The fair market value of the property must be determined and agreed upon by the Members before the distribution is made. The receiving Member’s capital account shall be adjusted to reflect the value of the in-kind distribution.
Tax Distributions Tax distributions shall be made not less often than quarterly to each Member at the times (other than at the time of a Terminating Capital Event) necessary to provide the Members with sufficient minimum cash distributions to pay an amount equal to their quarterly estimated (and final annual) tax liabilities for all taxable periods directly related to taxable income (in excess of losses allocated to such Member for all prior periods) reportable by such Member as set forth on U.S. Schedule K-1 with respect to such Member’s interest in the LLC (including with respect to any year in which such Member sold its interest, whether during or after employment); provided, however, that each of the foregoing amounts shall be determined, in the case of a Member that is itself a pass-through entity, as if the equity owners of such Member were themselves Members of the LLC; and, provided, further, that the amount of such distributions shall be computed assuming the highest combined federal and state individual income tax rate in Texas and assuming (unless federal tax law is amended to provide otherwise) state taxes are deductible federally (such distributions, “Tax Distributions”) and shall take into account any amounts withheld and remitted to any tax authority by the LLC pursuant to any Withholding Tax Act as described in Section 7(k). Tax Distributions shall also be made within 30 days after the receipt of a final assessment with respect to any federal or state income tax audit of the LLC’s income tax returns. Tax Distributions shall be treated as advances of distributions that would otherwise be made in the absence of provisions of this Section 6(c), and distributions made pursuant to Section 6(a) shall be taken into account in determining the amount to be distributed pursuant hereto. If, following the end of any Fiscal Year, the LLC determines that it has made Tax Distributions to a Member that exceed the amount of distributions that would otherwise have been made to such Member with respect to such Fiscal Year in the absence of this Section 6(c), the LLC shall be authorized to recover such excess amount by reducing future distributions to such Member; provided, however, that the LLC shall retain the right, exercisable in its discretion, to recover any unpaid portion of such excess amount directly from such Member (or former Member). For the avoidance of doubt, it is the meaning and intention of this Section 6(c) that Tax Distributions shall fully and timely fund the federal and state income tax liability attributable to any taxable income (in excess of losses allocated to a Member for all prior periods) reportable by a Member as set forth on U.S. Schedule K-1 with respect to such Member’s LLC Interest (or, if such Member is itself a pass-through entity, the equity owners thereof), and, to the extent that Tax Distributions do not fully achieve this result, the LLC shall use reasonable efforts to accelerate or increase Tax Distributions accordingly, including, if reasonably practicable, following the occurrence of a Terminating Capital Event if the timing of the winding up and dissolution of the LLC following such Terminating Capital Event is such that income tax liability on amounts to be distributed on account thereof must be paid by the Members in the interim, and provided, however, that it shall not be deemed reasonable for the LLC to accelerate or increase Tax Distributions in the event that doing so would result in the LLC’s failing to have reasonable working capital reserves or would cause the LLC not to be in compliance with regulatory requirements, although in any such event the LLC would use reasonable efforts to borrow the funds necessary to accelerate or increase such Tax Distributions so as to fully and timely fund the federal and state income tax liabilities of the Members (or the equity owners of Members that are themselves pass-through entities).
Other Distributions In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.
Allocation of Profits and Losses Distributions Profits/Losses. For financial accounting and tax purposes, the Company's net profits or net losses shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member's relative capital interest in the Company as set forth in Schedule 2 as amended from time to time in accordance with U.S. Department of the Treasury Regulation 1.704-1.
Capital Contributions and Distributions The Member may make such capital contributions (each a “Capital Contribution”) in such amounts and at such times as the Member shall determine. The Member shall not be obligated to make any Capital Contributions. The Member may take distributions of the capital from time to time in accordance with the limitations imposed by the Statutes.
Qualified HSA Funding Distribution If you are eligible to contribute to a health savings account (HSA), you may be eligible to take a one-time tax-free HSA funding distribution from your IRA and directly deposit it to your HSA. The amount of the qualified HSA funding distribution may not exceed the maximum HSA contribution limit in effect for the type of high deductible health plan coverage (i.e., single or family coverage) that you have at the time of the deposit, and counts toward your HSA contribution limit for that year. For further detailed information, you may wish to obtain IRS Publication 969, Health Savings Accounts and Other Tax-Favored Health Plans.
Qualified Reservist Distributions If you are a qualified reservist member called to active duty for more than 179 days or an indefinite period, the payments you take from your IRA during the active duty period are not subject to the 10 percent early distribution penalty tax. 10) Qualified birth or adoption. Payments from your IRA for the birth of your child or the adoption of an eligible adoptee will not be subject to the 10 percent early distribution penalty tax if the distribution is taken during the one-year period beginning on the date of birth of your child or the date on which your legal adoption of an eligible adoptee is finalized. An eligible adoptee means any individual (other than your spouse’s child) who has not attained age 18 or is physically or mentally incapable of self-support. The aggregate amount you may take for this reason may not exceed $5,000 for each birth or adoption. You must file IRS Form 5329 along with your income tax return to the IRS to report and remit any additional taxes or to claim a penalty tax exception.
