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 US Profit Shares (unless otherwise determined by the Tax Matters Partner in its reasonable discretion).
Non-Liquidating Distributions. (a) 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. *** 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.
(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 each such Member as to the maximum tax rates applicable in the jurisdictions in which such Member is so taxable and without regard to any net operating lo...
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. (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. 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: al. 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. 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. 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. Subject to Section 5.2(b) and taking into account Section 5.5, the General Partner shall distribute at least quarterly (unless otherwise set forth in this Section 5.2(a)) all or such portion of Available Cash generated by the Partnership during such quarter or shorter period to the Partners that are Partners on the Partnership Record Date with respect to such quarter or shorter (or longer) period in the following priority:
(i) First, to the holder of each Series A Preferred Unit an amount in cash equal to the cumulative undistributed Series A Priority Return Amount, payable once annually commencing on each Series A Distribution Date; provided that, to the extent that cash distributions are not paid in full in accordance with this Section 5.2(a)(i), such unpaid cash distributions shall accumulate and may be declared by the General Partner and paid to the holders of the Series A Preferred Units on any date fixed by the General Partner, whether or not a regular Distribution Payment Date;
(ii) Second, to the holder of each Preferred Unit an amount in cash and/or PIK Distribution in accordance with Section 9.2(d)(iii) on December 31, March 31, June 30 and September 30 of each year, commencing on each Distribution Payment Date;
(iii) Third, to the holder of each Common Unit until the holder of each Common Unit has received, pursuant to this Section 5.2(a)(iii), an amount equal to an aggregate return of 7.5% of the then-current Applicable Conversion Price per Common Unit per annum, commencing on the date hereof; provided that, to the extent that cash distributions are unable to be paid in full in accordance with this Section 5.2(a)(iii), such accrued but unpaid cash distributions will be added to the distributions payable to the Partners pursuant to this Section 5.2(a)(iii) on the subsequent Distribution Payment Date (for the avoidance of doubt, such unpaid distributions shall not have priority over the distributions payable pursuant to subclauses (i) and (ii) of this Section 5.2(a);
(iv) Fourth, to the Partners in accordance with their Percentage Interests.
(v) Notwithstanding Sections 5.2(a)(i)-(iv), for purposes of any taxable year, to the extent that (a) any holder of a Preferred Unit has received distribution(s) pursuant to Section 5.2(a)(ii) in the form of a PIK Distribution and (b) the Partnership has net taxable income for U.S. federal income tax purposes for such taxable year allocable to the holder of such Preferred Unit (or if, in the absence of such t...
Non-Liquidating Distributions. (a) Subject to Section 4.7(b) and Article 9 below, on or before the last day of the calendar month following the end of each Quarter, the Management Committee shall determine the amount of the Partnership’s Available Cash as of the last day of such preceding Quarter and shall distribute an amount equal to 100% of Available Cash to the Partners Pro Rata; provided, however, the Partnership shall not be required to make any distributions of Available Cash pursuant to this Section 4.7(a) until after the IPO Closing Date and may instead make cash distributions of Available Cash at any time, and in any amount it determines to be appropriate before or on the IPO Closing Date and in connection with the IPO; and provided, further, that the amount of Available Cash required to be distributed for the Quarter in which the IPO Closing Date occurs, shall be pro rated based upon a fraction, of which the numerator is the number of days in the period that commences on the IPO Closing Date and ends on last day of such Quarter and of which the denominator is the number of days in such Quarter.
(b) Subject to any restrictions imposed by the Partnership’s agreements with its third party lenders, the Partnership may make distributions to the Partners Pro Rata, at such times and in such amounts as the Management Committee shall determine by Unanimous Vote.
(c) All amounts withheld pursuant to the Code or any provision of any state or local tax law with respect to any Partner shall be treated for all purposes of this Agreement as amounts distributed by the Partnership to such Partner and shall reduce the distribution to such Partner to be made pursuant to this Section 4.7.
