Non-Liquidating Distributions Sample Clauses

Non-Liquidating Distributions. (a) Except for the payment of the Put Price pursuant to Article 8, non-liquidating distributions shall be made in accordance with the Members’ respective Percentage Interests; provided, however, that, except as provided in Section 3.1(b), no such distribution shall be declared or made without the approval of each Member unless (i) any such declaration or distribution does not and will not result in any breach of any covenant, condition or obligation required to be performed by the Company or the License Company under any material agreement to which it is a party or by which it is bound and (ii) after giving effect to such proposed distribution, the aggregate amount of all distributions paid or made in any fiscal year (including distributions pursuant to Section 3.1(b)) would be less than fifty percent (50%) of the consolidated net income of the Company (without giving effect to extraordinary gains or extraordinary losses) for the fiscal year immediately preceding the fiscal year in which such distribution is declared or made. (b) Notwithstanding the provisions of Section 3.1(a), within thirty (30) days after the end of each fiscal quarter other than the fiscal quarter in which the proceeds from a liquidation are distributed in accordance with Section 3.2, the Company shall make distributions to each Member sufficient to provide such Member with an amount (the “Required Tax Amount”) equal to the estimated amount of all quarterly Federal, state, local and foreign income tax payments that such Member (or its direct and indirect equity owners) would be required to make with respect to such fiscal quarter attributable to the taxable income allocated to (or reasonably estimated to be allocable to) such Member in respect of his, her or its Interest with respect to such fiscal quarter (but in no event more than the net cumulative taxable income allocated to the Member by the Company for such quarter and all preceding quarters), which estimate shall be made by the Manager or a Person designated by the Manager based on information supplied by *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. each such Member as to the maximum tax rates applicable in the jurisdictions in which such ...

Non-Liquidating Distributions. The General Partner may, but shall not be required to, distribute to the Partners any cash available for distribution from time to time (after the establishment of such operating and contingency reserves as the General Partner deems advisable), such distributions (except as provided in subparagraph 8(b)) to be divided between the Partners according to their Percentage Interests.

Non-Liquidating Distributions. In the event that assets of the Partnership are deemed to be distributed other than in liquidation of the Partnership, such assets shall be deemed to be distributed in accordance with the Profit Shares (unless otherwise determined by the Tax Matters Partner in its reasonable discretion).

Non-Liquidating Distributions. Subject to the provisions of Section 6.5, the General Partner may cause the Partnership to make distributions to the Limited Partners in the following order and amounts:

Non-Liquidating Distributions. All Net Available Cash shall be distributed quarterly in the order and priority set forth below: (a) First, distributions shall be made to the Class A Members in proportion to their Undistributed Investment Return, until each Class A Member has received distributions pursuant to this Section 5.1(a) equal to such Class A Member’s Undistributed Investment Return; (b) Second, distributions shall be made to the Class A Members in proportion to their positive Capital Account balances until no Class A Member has a positive Capital Account; and (c) Third, distributions shall be made to the Class B Member. Notwithstanding any other provisions of this Agreement, the Managers will use their best efforts to make distributions to the Class A Members for each Fiscal Year in such amounts so as to allow the Class A Members to pay any state, local or federal income tax liability resulting as a consequence of allocations of Profit to such Class A Members pursuant to Section 4.1 of this Agreement. Furthermore, with respect to each Class A Member, the Managers shall not make distributions to such Class A Member pursuant to Section 5.1(b) prior to the date that is four years from the date their investment is accepted by the Company (although a Member’s Capital Account may have a net reduction for any Fiscal Year if the amount of distributions to such Member exceeds the Profit allocated to such Member for such Fiscal Year). In addition, no distributions may be made pursuant to Section 5.1(c) until each Class A Member’s Capital Account has been reduced to zero. The Class A Members acknowledge that the payment of Fees pursuant to Section 6 of this Agreement shall be made prior to the distributions set forth in this Section 5.1 and that such Fees shall reduce the amount of Net Available Cash available for distribution pursuant to this Section 5.1.

Non-Liquidating Distributions. Except as prohibited by the Act, distributions of the Company (other than distributions specified in Sections 6.2, 6.3 and 4.1) shall be made between or among the Members in accordance with the Ownership Units and shall be distributed at least annually.

Non-Liquidating Distributions. Subject to the Manager’s powers set forth in Section 10 hereof to determine the amount and timing of any distribution, any non-liquidating distributions shall be made to the Members in the following order of priority: (i) First, Members holding Series A Preferred Interests shall be entitled to receive, when, as and if declared by the Manager, only out of funds legally available for the making of such distributions, cumulative cash distributions in an amount equal to the Series A Preferred Return with respect to each Series A Preferred Interest, and no more, payable quarterly on the 1st day of February, May, August and November in each year (each, a “Distribution Payment Date”), beginning on November 1, 2013. Notwithstanding any provision hereof, any distribution otherwise payable on a Distribution Payment Date that is not a Business Day may be paid on the next succeeding Business Day with the same force and effect as if paid on such Distribution Payment Date and, if so paid, shall be deemed for all purposes to have been paid on such Distribution Payment Date. Any amount so payable on a Distribution Payment Date shall be payable in arrears with respect to the calendar quarter (or portion thereof) ending on the last day of such calendar quarter preceding such Distribution Payment Date (each such period, a “Distribution Period”), to the Members holding the Series A Preferred Interests on such Distribution Payment Date. Distributions on Series A Preferred Interests shall accrue and be cumulative from September 9, 2013. Any distribution or portion thereof payable on the Series A Preferred Interests in respect of any partial Distribution Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Any distribution that accrues in respect of a Distribution Period but is not declared and paid on the relevant Distribution Payment Date as aforesaid shall cumulate and shall not be payable until such time, if any, as it is declared by the Manager out of legally available funds as aforesaid. No interest or distributions, or sum of money in lieu thereof, shall accrue or be payable in respect of any distribution payments on Series A Preferred Interests that may be in arrears. Holders of Series A Preferred Interests shall not be entitled to any distributions, whether payable in cash, securities or other property, other than distributions (if any) declared and payable on Series A Preferred Interests as specified in this Section 16(a)(1) (subj...

Non-Liquidating Distributions. 6.1.1 Except as otherwise provided by this Agreement, required by law, or prohibited by any other agreement to which the Company is a party, the Company shall distribute Property to the Partners as set forth below: (a) first, to the extent of Net Available Cash, within sixty (60) days after each Taxable Year, the Company shall distribute an amount equal to the Preferred Partners' Aggregate Preference Amounts to the Preferred Partners in proportion to their respective Preferred Partners' Aggregate Preference Amounts; and (b) second, to the extent of Net Available Cash after distributions pursuant to Section 6.1.1(a), no less than three Business Days prior to April 15 of each year the Company shall make a tax distribution to the Partners (pro rata in proportion to their Post Recoupment Percentage Interests) in an amount equal to the amount by which the "tax liability" (as defined below) for the preceding Taxable Year exceeds the Distributions made to the Partners with respect to the preceding Taxable Year pursuant to this Section 6.1.1

Non-Liquidating Distributions. Subject to Section 6.3, non-liquidating distributions shall be made in accordance with the Members' respective Percentage Interests.

Non-Liquidating Distributions. Available Cash for each Fiscal Year shall be distributed by the Company, at such times and in such amounts as may be determined by the Board of Managers to the Members in proportion to their respective Membership Percentage Interests; provided that so long as the Class B Unit or the Class C Unit remains outstanding, 3.33% of such Available Cash, in the aggregate and without duplication, shall be distributed to the holder of the Class B Unit and Class C Unit at the same time as distributions are made to all Members; and provided, further, that such distribution shall be made after giving effect to the conversion of the Class E Units into Class A Units in accordance with Section 3.1(h)(ii) (it being understood that if such distribution is not in connection with a Qualified Public Offering, then each holder of Class E Units shall be deemed to hold the number of Class A Units that would result from a conversion pursuant to Section 3.1(h)(ii)(B)(II)).