Net Profit Interest Sample Clauses

Net Profit Interest. EQTX hereby grants to Fastfunds a Net Profit Interest in the amount of Ten Percent (10%) of the net profit derived from operations of Hydrogen Power, Inc., for the period during which the Note is outstanding. For purposes of this Agreement, net profit shall be defined as follows: (i) Net Profits shall mean the gross revenue of Hydrogen Power, Inc. less all ordinary and necessary operating expenses of Hydrogen Power, Inc., depreciation, amortization and reasonable administrative expenses of EQTX performed for the benefit of Hydrogen Power, Inc. (ii) At the time of payment of the accrued interest on the Loan, EQTX shall provide to Fastfunds an internally produced accounting showing the Net Profits, if any, of Hydrogen Power, Inc. for the prior three months. (iii) Payments due and owing to Fastfunds, if any, under the terms and conditions of this Agreement shall be made at the time of furnishing the accounting by EQTX to Fastfunds.
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Net Profit Interest. (a) If a field goes into production that was discovered by an exploration well drilled prior to the end of Year 4 on any of the Licences still held by the Purchaser as at the date at which that well is drilled/field goes into production, the Purchaser shall: (i) subject to Section 2.8, promptly provide written notice to the Seller; (ii) subject to Section 2.8, provide to the Seller at the end of each Calendar Quarter a detailed statement setting forth the Purchaser’s calculation of the Net Profit Interest for that Calendar Quarter; and (iii) pay to the Seller at the end of each Calendar Quarter a net profit interest in respect of such discovery, calculated in accordance with Section 2.7(b) (each a “Net Profit Interest” and collectively the “Net Profit Interests”). The Purchaser shall make each Net Profit Interest payment, without any deductions being made for Taxes other than withholding taxes required by Law in any or all of the jurisdictions in which the payment passes, by wire transfer of immediately available funds to the Seller’s Account (or such other account designated by the Seller). (b) Each Net Profit Interest shall, in respect of the discovery to which it applies, equal (x) 10% multiplied by (a) Net Profit minus (b) Depreciation Charge minus (y) the sum of Accrued G&A not deducted in any previous Net Profit Interest calculation and any and all Exploration Success Payments paid by the Purchaser in respect of that discovery, if any, not deducted in any previous Net Profit Interest calculation. (c) Subject to Section 2.7(e), in the event the Seller seeks to sell, assign or otherwise dispose of all or part of its rights derived from any Net Profit Interest payable to it under this Section 2.7 (a “Transfer NPI”), the Purchaser shall have right of first refusal in respect of such Transfer NPI, subject to the following: (i) The Seller shall notify the Purchaser promptly of its intention to sell, assign or otherwise dispose of a Transfer NPI and shall provide the Purchaser with all relevant information and documentation concerning such Transfer NPI as shall reasonably be required by the Purchaser in connection with the possible exercise by the Purchaser of such right of first refusal. (ii) The Seller shall not sell, assign or otherwise dispose of all or any part of such Transfer NPI to a person other than the Purchaser until the earlier of (x) a waiver by the Purchaser of its right of first refusal or (y) one (1) calendar month following the Purchaser’s...
Sample 1
Net Profit Interest a. Bandolier hereby agrees to assign and transfer to the Investors a 75% Net Profit Interest (as defined below) in and to the Ten Wxxxx. Payments of the Net Profit Interest shall be made to the Investors, pro rata, on a quarterly basis following the full completion of the Ten Well Program. b. Bandolier owns an undivided 75% working interest in and to the leasehold on which the Ten Wxxxx will be drilled. Bandolier will contribute the net proceeds that accrue to 75% of said 75% working interest to the Net Profit Interest. 25% of Bandolier’s working interest in the Ten Wxxxx will not be attached or burdened by the Net Profit Interest. This means that Bandolier will distribute to the Investors 75% of the proceeds that Bandolier receives to its leasehold interest (net of royalties, overriding royalties and production taxes) from the sale of oil, gas and other hydrocarbon substances, if any, which may be produced, saved sold and marketed from the Ten Wxxxx. Bandolier will deduct therefrom 75% of the Lease Operating Expenses charged to Bandolier’s leasehold working interest in the Ten Wxxxx plus any administrative and overhead expenses reasonably allocated to the Ten Wxxxx. Such net payment to the Investors is referred to as the “Net Profit Interest.” c. For all purposes under this Agreement, “Lease Operating Expenses” shall be defined to include all costs incurred to run, produce, maintain, and repair a well and its equipment and leasehold from and after its first day of production. These expenses shall include but not be limited to the cost of all labor, supplies, equipment and services required to keep the well producing, fuel and or electricity, administrative and allocated overhead expenses, road and location maintenance, and ultimately well plugging and site restoration. d. Notwithstanding anything to the contrary, the Net Profit Interest payable to any Investor shall be proportionately reduced by any conversion of the Series A Preferred Stock by such Investor.
Sample 1
Net Profit Interest. The JV Company Constituent Documents shall include terms and conditions providing the Optionor with a net profit interest of fifty percent (50%) of the initial $50,000,000 in “Net Profits” from the Property (the “NPI”), with “Net Profits” being the gross cash income from the Property less all bona fide expenses incurred to produce such income, as further specified in the JV Company Constituent Documents. The NPI will be assignable with written notice by the Optionor to the Optionee. Any sale, transfer, assignment or other disposition in whole or in part by the Optionee of its interest in the Property to any person (a “Transferee”) shall be subject to the Transferee entering into a written assignment and assumption agreement with the Optionor, or any other applicable holder of the NPI at such time (in either case, the “NPI Holder”), whereby the Transferee agrees to assume and undertake the obligations of the NPI as set out herein. The NPI Holder will have inspection rights to inspect all accounting records used to calculate the NPI and will have audit rights whereby, at any time, it may insist that the Optionee or Transferee, as applicable (the “NPI Payor”), audit the accounts used to calculate the NPI for any period. The NPI Payor agrees to create a royalty account comprised of, among other things, pre-production expenditures, operating losses, capital expenditures and interest charges. The JV Company Constituent Documents shall include terms and conditions providing the Optionee with the option to repurchase the NPI at fair market value at the time of exercise of such option, such fair market value to be determined (a) by agreement in writing by the Parties, each Party acting reasonably, of such fair market value; or (b) if the Parties cannot agree in writing to such fair market value, by an independent valuator, such valuator mutually selected by the Parties, each acting reasonably.
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Net Profit Interest 
Sample 1

Related to Net Profit Interest

  • Net Profits Net Profits (which is the excess of Profits over Losses) for each Fiscal Year of the Company shall be allocated as follows: a. First to reverse any Net Losses allocated to a Member solely as a result of the application of the limitation of Section 2.1.2(b) to another Member; thereafter b. To the Members, in proportion to the Distributions received by the Members under Section 3 for the Fiscal Year.

  • Net Profit The current and accumulated operating earnings of the Employer after Federal and state income taxes, excluding nonrecurring or unusual items of income, and before contributions to this and any other Qualified Plan of the Employer, unless the Employer has elected a different definition in the Adoption Agreement. Unless elected otherwise in the Adoption Agreement, Employer contributions to the Plan are not conditioned on profits.

  • Net Income Except as otherwise provided herein, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priority: (A) First, to the General Partner to the extent the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(F) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(A); (B) Second, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E) below); (C) Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(C) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) below; (D) Fourth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C); (E) Fifth, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made); and (F) Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).

  • Net Operating Income For any Real Estate and for a given period, an amount equal to the sum of (a) the rents, common area reimbursements, and service and other income for such Real Estate for such period received in the ordinary course of business from tenants or licensees in occupancy paying rent (excluding pre-paid rents and revenues and security deposits except to the extent applied in satisfaction of tenants’ or licensees’ obligations for rent and any non-recurring fees, charges or amounts including, without limitation, set-up fees and termination fees) minus (b) all expenses paid or accrued and related to the ownership, operation or maintenance of such Real Estate for such period, including, but not limited to, taxes, assessments and the like, insurance, utilities, payroll costs, maintenance, repair and landscaping expenses, marketing expenses, and general and administrative expenses (including an appropriate allocation for legal, accounting, advertising, marketing and other expenses incurred in connection with such Real Estate, but specifically excluding general overhead expenses of REIT and its Subsidiaries, any property management fees and non recurring charges), minus (c) the greater of (i) actual property management expenses of such Real Estate, or (ii) an amount equal to three percent (3.0%) of the gross revenues from such Real Estate excluding straight line leveling adjustments required under GAAP and amortization of intangibles pursuant to FAS 141R, minus (d) all rents, common area reimbursements and other income for such Real Estate received from tenants or licensees in default of payment or other material obligations under their lease, or with respect to leases as to which the tenant or licensee or any guarantor thereunder is subject to any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution, liquidation or similar debtor relief proceeding.

  • Net Losses After giving effect to the special allocations set forth in Section 6.1(d), Net Losses for each taxable period and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable period shall be allocated as follows: (i) First, 2% to the General Partner, and 98% to the Unitholders, Pro Rata, until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Income allocated to such Partners pursuant to Section 6.1(a)(iii) for all previous taxable years, provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (ii) Second, 2% to the General Partner, and 98% to the Unitholders, Pro Rata; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (iii) Third, the balance, if any, 100% to the General Partner.

  • Percentage Interest Ownership of the Company shall be divided into, represented by, and each Member’s Percentage Interest shall be expressed in Units of the Company. The name, address, Units and Percentage Interest of each Member are set forth on Exhibit “A” attached hereto, which may be amended from time to time as necessary to reflect changes in the Percentage Interests and Units held by the Members.

  • Tax Distributions (i) With respect to each Fiscal Year, to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member. (ii) To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v)) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Members’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

  • Net Income and Net Loss All net income or net loss of the Company shall be for the account of the Member.

  • Determination of Net Asset Value, Net Income and Distributions Subject to applicable federal law including the 1940 Act and Section 3.6 hereof, the Trustees, in their sole discretion, may prescribe (and delegate to any officer of the Trust or any other Person or Persons the right and obligation to prescribe) such bases and time (including any methodology or plan) for determining the per Share or net asset value of the Shares of the Trust or any Series or Class or net income attributable to the Shares of the Trust or any Series or Class, or the declaration and payment of dividends and distributions on the Shares of the Trust or any Series or Class and the method of determining the Shareholders to whom dividends and distributions are payable, as they may deem necessary or desirable. Without limiting the generality of the foregoing, but subject to applicable federal law including the 1940 Act, any dividend or distribution may be paid in cash and/or securities or other property, and the composition of any such distribution shall be determined by the Trustees (or by any officer of the Trust or any other Person or Persons to whom such authority has been delegated by the Trustees) and may be different among Shareholders including differences among Shareholders of the same Series or Class.

  • Calculating Interest Assume that you have a single interest rate of 15.99%, your ADB is $2,250 and there are 30 days in the billing period.

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