Preliminary Quarterly Distributions Clause Samples
Preliminary Quarterly Distributions. By no later than forty-five (45) days following the end of each of the first three quarters of each Subject Year, subject to Section 9.6, applicable Law and the terms of any applicable credit agreement, indenture, debt security or debt instrument, the Partnership shall make a distribution to the Partners of the amount, if any, by which fifty percent (50%) of Net Income for the Subject Year To Date exceeds the distributions made pursuant to this Subsection 5.1(a) with respect to such Subject Year (the “Preliminary Distributions”), in the following amounts, order and priority (for the avoidance of doubt, the amounts, order and priority of distributions pursuant to this Subsection 5.1(a) shall not apply to any distributions in accordance with Section 11.3 upon the dissolution of the Partnership and the failure to continue the Partnership as provided in Section 11.1):
(i) First, in the event that the Partnership shall have sold all or substantially all of the ▇▇▇▇▇▇▇ Business, 64.5% to MBK USA CV and 35.5% to PAG of an aggregate amount equal to the excess, if any, of (A) the excess, if any, of (1) $57,000,000, over (2) the product of (x) .40 times (y) the excess, if any, of (I) the initial Gross Asset Value of the Code Section 197 intangibles attributable to the ▇▇▇▇▇▇▇ Business, over (II) the sales price for such intangibles, over (B) all prior distributions to MBK USA CV and PAG pursuant to this Subsection 5.1(a)(i) or Subsection 5.1(b)(i); and
(ii) Second, to the Partners pro rata in accordance with each Partner’s Percentage Interest.
Preliminary Quarterly Distributions. By no later than 45 days following the end of each of the first three quarters of each Subject Year (commencing with respect to the quarter ending March 31, 2012), subject to Section 9.6, applicable Law and the terms of any applicable credit agreement, indenture, debt security or debt instrument, the Partnership shall make a distribution to the Partners of the amount, if any, by which fifty percent (50%) of Net Income for the Subject Year To Date exceeds the distributions made pursuant to this Subsection 5.1(a) with respect to such Subject Year (the “Preliminary Distributions”), in the following amounts, order and priority:
(i) First, in the event that the Partnership shall have sold all or substantially all of the ▇▇▇▇▇▇▇ Business, to GE Truck Leasing Holdco in an amount equal to the excess, if any, of (A) the excess, if any, of (1) $57 million, over (2) the product of (x) .40 times (y) the excess, if any, of (I) the initial Gross Asset Value of the Code Section 197 intangibles attributable to the ▇▇▇▇▇▇▇ Business, over (II) the sales price for such intangibles, over (B) all prior distributions to GE Truck Leasing Holdco pursuant to this Subsection 5.1(a)(i) or Subsection 5.1(b)(i);
(ii) Second, in the event that the Partnership shall have sold all or substantially all of the logistics business of the Partnership, to GE Logistics Holdco in an amount equal to the excess, if any, of (A) the excess, if any, of (1) $183 million, over (2) the product of (x) .40 times (y) the excess, if any, of (I) the initial Gross Asset Value of the Code Section 197 intangibles attributable to the logistics business, over (II) the sales price for such intangibles, over (B) all prior distributions to GE Logistics Holdco pursuant to this Subsection 5.1(a)(ii) or Subsection 5.1(b)(ii); and
(iii) Third, to the Partners pro rata in accordance with each Partner’s Percentage Interest.