Common use of Other Distribution Rules Clause in Contracts

Other Distribution Rules. A. For purposes of Sections 4.2, 4.3 and 4.4: (i) Distributions of Net Cash Flow of the Company for any calendar month will be considered distributed before the Net Proceeds of a Capital Transaction and Net Proceeds of a Financing occurring during the same calendar month. (ii) Whenever possible, Net Cash Flow of the Company for any calendar month will be distributed before the Net Proceeds of a Capital Transaction and Net Proceeds of a Financing are distributed if the Net Proceeds of a Capital Transaction arise from a Capital Transaction or the Net Proceeds of a Financing arise from an Approved Financing that occurred within such calendar month or within the first ten (10) days of the immediately following calendar month. (iii) The Manager shall adopt other reasonable ordering conventions as may be necessary to prevent any duplication of amounts that are distributable under both of such Sections. B. Subject to the provisions of Section 3.4 and Section 6.5.F relating to Default Loans, distributions in respect of an LLC Interest shall be made only to the Person or Persons that, according to the Company's books and records, are the holders of record of the LLC Interests in respect of which such distributions are made on the actual date of distribution. Neither the Company nor the Manager shall incur any liability for making distributions in accordance with the provisions of the preceding sentence, whether or not the Company or the Manager has knowledge or notice of any Transfer or purported Transfer of ownership of any LLC Interest. Except with respect to Default Loans, the Manager shall have no right or authority to set off any debts or obligations of Cordish against any distributions due to Cordish hereunder, including distributions under Section 9.6 hereof.

Other Distribution Rules. A. For purposes of Sections 4.2, 4.3 and 4.4: (i) Distributions of Net Cash Flow of the Company for any calendar month will be considered distributed before the Net Proceeds of a Capital Transaction and Net Proceeds of a Financing occurring during the same calendar month. (ii) Whenever possible, Net Cash Flow of the Company for any calendar month will be distributed before the Net Proceeds of a Capital Transaction and Net Proceeds of a Financing are distributed if the Net Proceeds of a Capital Transaction arise from a Capital Transaction or the Net Proceeds of a Financing arise from an Approved Financing that occurred within such calendar month or within the first ten (10) days of the immediately following calendar month. (iii) The Manager shall adopt other reasonable ordering conventions as may be necessary to prevent any duplication of amounts that are distributable under both of such Sections. B. Subject to the provisions of Section 3.4 and Section 6.5.F relating to Default Loans, distributions in respect of an LLC Interest shall be made only to the Person or Persons that, according to the Company's books and records, are the holders of record of the LLC Interests in respect of which such distributions are made on the actual date of distribution. Neither the Company nor the Manager shall incur any liability for making distributions in accordance with the provisions of the preceding sentence, whether or not the Company or the Manager has knowledge or notice of any Transfer or purported Transfer of ownership of any LLC Interest. Except with respect to Default Loans, the Manager shall have no right or authority to set set-off any debts or obligations of Cordish an Associate Member against any distributions due to Cordish an Associate Member hereunder, including distributions under Section Sections 9.6 or 9.9 hereof.