Nonliquidating Distributions. The Manager will cause the Company to make distributions of the Distribution Amount in the following manner:
(i) Within 60 calendar days following the last day of each Fiscal Period (or the next Business Day if the 60th calendar day is not a Business Day), the Company shall make a distribution in an amount equal to the Distribution Amount for such Fiscal Period.
(ii) Except as provided in Section 5.4(b), all distributions shall be made among the Members pro rata in accordance with their Percentage Interests; provided that if (i) the Company is in default under any Funded Indebtedness, (ii) the distribution would cause the Company to default under any Funded Indebtedness, or (iii) restrictions imposed on the Company’s funds pursuant to any Funded Indebtedness, cause (x) the product of the Distribution Amount times NCM Inc.’s Percentage interest, to be less than the sum of (y) the product of the Tax Distribution Amount times NCM Inc.’s Percentage Interest, plus the Tax Receivable Distribution Amount, then the Company shall distribute the Tax Distribution Amount among the Members pro rata in accordance with their Percentage Interests and distribute the Tax Receivable Distribution Amount to NCM Inc.
(iii) The Company shall determine Available Cash (i) for each Fiscal Period, and (ii) for each Fiscal Year (the “Distribution Year”) in connection with the preparation of the audited report delivered to the Members for the Distribution Year, as provided in Section 6.9(c). To the extent Available Cash for the Distribution Year is greater than the total Distribution Amount distributed to the Members under Section 5.4(a)(i) with respect to the four Fiscal Periods in such Distribution Year (the “Distribution Increase”), the Distribution Increase will be added to Available Cash for the second Fiscal Period in the Fiscal Year following the Distribution Year. To the extent Available Cash for the Distribution Year is less than the total Distribution Amount distributed to the Members under Section 5.4(a)(i) with respect to the four Fiscal Periods in such Distribution Year (the “Distribution Decrease”), the Distribution Decrease will be subtracted from Available Cash for the second Fiscal Period in the Fiscal Year following the Distribution Year. Any Distribution Increase or Distribution Decrease provided for in this Section 5.4(a)(iii) shall be taken into account in the distributions made to the Members under Section 5.4(a)(i) following the last day of the second Fiscal Per...
Nonliquidating Distributions. (a) Holders of the Class B Contingent Units shall be entitled to receive, if and when and as authorized by the General Partner, and declared by the Partnership out of funds of the Partnership legally available for payment, and only if a regular quarterly cash distribution shall have been declared by the General Partner with respect to the OP Units (as described in Section 17.04(c) below), non-cumulative quarterly cash distributions (“Regular Class B Cash Distributions”) per Class B Contingent Unit equal to: (i) from the Effective Date through December 31, 2014, 0.375% per quarter of the Class B Contingent Base Amount, (ii) from January 1, 2015 through December 31, 2015, 0.75% per quarter of the Class B Contingent Base Amount and (iii) thereafter, 1.125% per quarter of the Class B Contingent Base Amount. Distributions with respect to Class B Contingent Units shall not be cumulative. Any Regular Class B Cash Distribution shall be payable quarterly, on the regular quarterly OP Unit distribution date. Any Distributions paid with respect to Class B Contingent Units will be payable in arrears to holders of record of the Class B Contingent Units as they appear on the records of the Partnership at the close of business on the applicable Partnership Record Date. No interest, or sum of money in lieu of interest, shall be payable in lieu of any distribution payment or payments on Class B Contingent Units.
(b) In determining whether a distribution (other than upon voluntary or involuntary liquidation), redemption or other acquisition of the Partnership Units or otherwise is permitted under Delaware law, no effect shall be given to the amounts that would be needed, if the Partnership were to be dissolved at the time of the distribution, to satisfy the preferential rights upon distribution of Holders of Partnership Units whose preferential rights are superior to those receiving the distribution.
(c) Unless full distributions on Class B Contingent Units with respect to a particular quarter have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for payment for the then current distribution period, no distributions (other than in OP Units) shall be declared or paid or set aside for payment for such quarter upon any OP Units, LTIP Units or other Partnership Units ranking junior to Class B Contingent Units with respect to distribution rights or rights upon liquidation, dissolution or winding up of the Partne...
Nonliquidating Distributions. (a) Holders of Class A Preferred Units shall be entitled to receive, when and as authorized by the General Partner, and declared by the Partnership out of funds of the Partnership legally available for payment, preferential cumulative cash distributions at the Class A Preferred Return Rate (the “Class A Preferred Return”). Such distributions shall be cumulative from the date of original issue and shall be payable quarterly, in equal amounts, on or before the period ending on such Preferred Unit Distribution Payment Date. Any quarterly distribution payable on the Class A Preferred Units for any partial distribution period will be computed on the basis of twelve 30-day months and a 360-day year. Distributions will be payable in arrears to holders of record of Class A Preferred Units as they appear on the records of the Partnership at the close of business on the applicable record date, which shall be the first day of the calendar month in which the applicable Preferred Unit Distribution Payment Date occurs or such other date designated by the General Partner for the payment of distributions that is not more than 90 nor less than 10 days prior to such Preferred Unit Distribution Payment Date (each, a “Preferred Unit Distribution Record Date”). The “Class A Preferred Return Rate” shall be (i) 1.00% per annum of the Class A Preferred Base Liquidation Preference (as defined below) per Class A Preferred Unit with respect to the period prior to June 1, 2015, (ii) 2.00% per annum of the Class A Preferred Base Liquidation Preference per Class A Preferred Unit with respect to the period commencing on June 1, 2015 and ending on June 1, 2016, and (iii) 3.00% per annum of the Class A Preferred Base Liquidation Preference per Class A Preferred Unit commencing on June 1, 2016.
Nonliquidating Distributions. Cash Flow shall be distributed to the Members in amounts deemed appropriate by the Management Committee after establishing appropriate reserves. Except as provided in Section 4.2, all distributions of Cash Flow shall be made among the Members in accordance with their respective Sharing Ratios.
Nonliquidating Distributions. (a) Subject to Section 5.1(c) below, all nonliquidating distributions of cash and other property shall be distributed to the Members of the Company, pro rata, in accordance with their percentage Interests. All nonliquidating distributions other than Tax Distributions shall be made in such amounts and at such times as may be determined by the Managing Member. The Managing Member may establish reasonable reserves to provide funds for improvements, contingencies or working capital of the Company. No distribution shall be made if the distribution would leave the Company unable to pay its debts as they become due in the ordinary course of business or would violate the obligations of the Company under any material agreement relating to indebtedness.
(b) Subject to the above limitations, to the extent of available cash and as permitted under any contracts in respect of indebtedness to which the Company is a party, the Company shall distribute pro rata to all Members in accordance with their percentage Interests, at least five days prior to the date on which U.S. federal corporate estimated tax payments are due, cash to the Members as determined under this Section 5.1(b) (“Tax Distributions”). The minimum quarterly Tax Distribution for each Member shall be equal to (a) the cumulative taxable net income for the quarter (taking into account prior losses, if any, allocated to such Member in respect of its Interest in the Company to the extent such loss (x) is of a character that would permit such loss to be deducted against the income of such taxable period and (y) has not previously been taken into account for purposes of determining Tax Distributions to such Member and determined by taking into account allocations under Section 704(c) of the Code) allocated to such Member with respect to its Interest in the Company, multiplied by the Assumed Tax Rate, less (b) any Tax Distributions previously made with respect to such period pursuant to clause (a). The minimum annual Tax Distributions, if any, for each Member shall be equal to (a) the cumulative taxable net income for the taxable year (taking into account prior losses, if any, allocated to such Member in respect of its Interests in the Company to the extent such loss (x) is of a character that would permit such loss to be deducted against the income of such taxable period and (y) has not previously been taken into account for purposes of determining any Tax Distributions to such Member and determined by taking into...
Nonliquidating Distributions. 3.1.1 Subject to section 3.3, the Company and Members agree that for each fiscal year, the Company shall distribute sufficient cash to the Members (pro rata, in accordance with the number of each Member’s Shares) for the Members to timely pay when due (whether in estimated tax payments or with a final tax return, as applicable) all federal, state and local income taxes resulting from the income of the Company being taxed to the Members due to the partnership tax status of the Company (Tax Distributions). The Company’s obligation to make the Tax Distributions shall be deemed to be a liability of the Company and shall be properly reserved for by the Company before making any other nonliquidating distributions. For this purpose, the Members will be deemed to pay tax at the highest marginal corporate income tax rate.
3.1.2 Subject also to section 3.3, additional distributions may be made to the Members (pro rata, in accordance with each member’s respective Shares) in the amounts or forms and at the times determined by the Members.
Nonliquidating Distributions. To the extent legally permissible, the Management Committee shall cause the Company to distribute Available Cash to the Members quarterly, within 30 days after the end of each calendar quarter. In addition, the Company may make distributions of Available Cash at such times and in such amounts as the Management Committee shall determine. Except as provided in Sections 7.5(d)(i)(B) and 7.5(d)(ii)(B), all distributions made pursuant to this Section 8.1 shall be made among the Members in accordance with their Sharing Ratios at the time of distribution.
Nonliquidating Distributions. Except as otherwise provided in Section 4.1.1 with respect to Liquidating Distributions, and subject to Section 4.4, distributions (a) out of Undistributed Profits shall be applied and distributed pro rata to the holders of the Units in proportion with their respective Percentage Interest and (b) not out of Undistributed Profits shall be applied in the same manner as distributions pursuant to Section 4.1.1.
Nonliquidating Distributions. The Members may, in their discretion, make distributions to the Members from time to time. Such action shall be authorized by the affirmative vote or consent of all of the Members. Distributions may be made only after the Members determine that the Company has cash on hand exceeding the Company’s current and anticipated needs (including operating expenses, debt service, capital expenditures, and establishment of reserves) that shall not be retained to pursue any existing, potential, or future business or investment opportunities. All distributions shall be made to the Members in accordance with their proportionate ownership of the Shares. Distributions shall be in cash or property, or both, as the Members may determine. No distribution shall be declared or made if, after giving it effect, the Company would not be able to pay its debts as they become due in the usual course of business or if the Company’s total assets would be less than the sum of its total liabilities. Subject to the foregoing limitations and qualifications, the Members shall endeavor to make distributions to the Members at the times and in the amounts sufficient to allow the Members to pay their share of income tax due on the operations of the Company.
Nonliquidating Distributions. The Manager will cause the Company to make distributions in the following manner:
(i) At least quarterly (and, in any event on or before the applicable quarterly federal filing date for estimated federal income taxes), the Company shall distribute, to the extent there is cash available, to the Members, pro rata in accordance with their Percentage Interests, an amount so that each Member receives at least its Tax Distribution Amount with respect to such quarter by wire transfer in immediately available funds; provided that if, in the event that the income tax liability of the Company (or any of its Members with respect to taxes attributable to the income of the Company) is increased pursuant to an audit or challenge by a taxing authority (including if a voluntary payment is made to limit the accrual of interest on audit issues) or the filing of an amended tax return, the Manager shall increase the Tax Distribution Amount, by an amount sufficient to satisfy for each Member such tax liability increase, for the quarter during which (a) a settlement with respect to such matters is entered into with the taxing authority, (b) a decision of a court having jurisdiction with respect to such matters becomes final, (c) the applicable Member(s) make a voluntary tax payment to such taxing authority or (d) the amended tax return is filed; provided, however, that so long as there are any amounts outstanding under the Credit Agreement, in the event that there is a conflict between the provisions of this
