Prior to Payout Sample Clauses

Prior to Payout. Prior to Payout, the Sharing Ratio of TransCoastal shall be 40% and the sharing Ratio of Core shall be 60%
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Prior to Payout. Prior to Payout, Unit Operator shall have full supervision and control of all matters pertaining to Unit Operations. It shall have full authority to decide and take such action it deems appropriate in achieving the overall unit objectives and approach. Accordingly, the voting provisions of Article 4 (Manner of Supervising Control) shall not be applicable (except to change or amend this Agreement) until Payout has been achieved. The only limitations upon same shall be the following, to-wit: (i) NGS shall have the right to make reasonable site visits to the Delhi Xxxx-Xxxxxx Unit with its employees, agents, or investors, after reasonable notice to Unit Operator, and at NGS’ sole cost, risk and expense, and this right shall not be unreasonably withheld; (ii) Unit Operator shall provide to NGS (1) on a monthly basis operating reports covering revenues, operating expenses, capital expenditures, production and injection volumes and product prices received; and (2) a quarterly statement (with all supporting documentation) identifying the status of Total Net Cash Flow amounts (as defined in the PSA) and Payout Statement for the Delhi Xxxx Xxxxxx Unit; and (3) a quarterly report including historical and prospective technical information relating to the Delhi Xxxx Xxxxxx Unit including, but not limited to injection and production data on a field and well basis, well logs, cores, tests and any other data necessary for NGS to perform its own technical analysis; and
Sample 1
Prior to Payout. (a) For each taxable year (or portion thereof) prior to Payout items of income, gain, loss and deduction of the Partnership shall be allocated to the Partners as follows: (i) If there is net income (i.e., if items of income and gain exceed items of deduction and loss) it shall be allocated to Class A Unit holders and the Class C Unit holders, in the ratio in which, and to the extent that, cumulative distributions of Preferred Return are made through the end of such taxable year; (ii) Next, net income, if any, shall be allocated to the Partners in the same ratio and to the same extent that cumulative net losses in excess of cumulative net income has been allocated pursuant to paragraph (iv) below; (iii) Thereafter, any remaining net income and credit shall be allocated to the Partners in accordance with their Percentage Interests (as defined below in clause (c)); (iv) If there is net loss (i.e., if items of deduction and loss exceed items of income and gain) it shall be allocated to the Partners (x) first, in the same ratio and to the same extent that cumulative net income in excess of cumulative net losses has been allocated pursuant to clauses (i), (ii) and (iii), above, and (y) thereafter, in accordance with their Capital Interests. (b) Until Payout occurs, distributions of cash shall be made as follows: (i) To the Class A Unit holders and the Class C Unit holders with respect to the Preferred Return, pro rata, based on the amounts of Preferred Return that have accrued but are unpaid; (ii) To the Partners in the amount of the product of (x) the maximum marginal corporate tax rate for the period in question, multiplied by (y) the amount of income and gain (in excess of deduction and loss) allocable to the Partners pursuant to Subsection 5.1(a)(iii); and (iii) To the Class A Unit holders and the Class C Unit holders in the ratio of their respective Unrecovered Capital amounts until their Unrecovered Capital is reduced to zero; provided, however, that distributions pursuant to this Clause (iii) shall not be made without consent of the recipient Partner if such distribution would cause the recognition of income for federal income tax purposes. Any such deferred distribution shall be made as of the last day of each succeeding taxable year to the extent that distribution as of such date will not give rise to the recognition of taxable income for such year. In the event a distribution is so deferred, the Partnership shall, upon the affected Partner's request, l...
Sample 1

Related to Prior to Payout

  • Flexible Working Arrangements In accordance with the Employment Relations Act 2000, an employee affected by family violence may request a short-term (two months or less) variation of their employment arrangements to assist the employee to deal with the effects of family violence.

  • No Off Balance Sheet Arrangements There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.

  • SITE VISITS AND RECORD REVIEW The Applicant shall allow authorized employees of the District, the Comptroller, the Appraisal District, and the State Auditor’s Office to have reasonable access to the Applicant’s Qualified Property and business records from the Application Review Start Date through the Final Termination Date, in order to inspect the project to determine compliance with the terms hereof or as necessary to properly appraise the Taxable Value of the Applicant’s Qualified Property. A. All inspections will be made at a mutually agreeable time after the giving of not less than ninety-six (96) hours prior written notice, and will be conducted in such a manner so as not to unreasonably interfere with either the construction or operation of the Applicant’s Qualified Property. B. All inspections may be accompanied by one or more representatives of the Applicant, and shall be conducted in accordance with the Applicant’s safety, security, and operational standards. Notwithstanding the foregoing, nothing contained in this Agreement shall require the Applicant to provide the District, the Comptroller, or the Appraisal District with any technical or business information that is proprietary, a trade secret, or is subject to a confidentiality agreement with any third party.

  • Participants and SPVs In addition to the other rights provided in this Section 9.9, each Lender may, (x) with notice to Agent, grant to an SPV the option to make all or any part of any Loan that such Lender would otherwise be required to make hereunder (and the exercise of such option by such SPV and the making of Loans pursuant thereto shall satisfy the obligation of such Lender to make such Loans hereunder) and such SPV may assign to such Lender the right to receive payment with respect to any Obligation and (y) without notice to or consent from Agent or the Borrower, sell participations to one or more Persons other than a Credit Party, an Affiliate of a Credit Party or a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Non-Funding Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) in or to all or a portion of its rights and obligations under the Loan Documents (including all its rights and obligations with respect to the Term Loans, Revolving Loans, Swing Loans and Letters of Credit); provided, however, that, whether as a result of any term of any Loan Document or of such grant or participation, (i) no such SPV or participant shall have a commitment, or be deemed to have made an offer to commit, to make Loans hereunder, and, except as provided in the applicable option agreement, none shall be liable for any obligation of such Lender hereunder, (ii) such Lender’s rights and obligations, and the rights and obligations of the Credit Parties and the Secured Parties towards such Lender, under any Loan Document shall remain unchanged and each other party hereto shall continue to deal solely with such Lender, which shall remain the holder of the Obligations in the Register, except that (A) each such participant and SPV shall be entitled to the benefit of Article X, but, with respect to Section 10.1, only to the extent such participant or SPV delivers the Tax forms such Lender is required to collect pursuant to Section 10.1(g) and then only to the extent of any amount to which such Lender would be entitled in the absence of any such grant or participation, except to the extent such entitlement to receive a greater payment results from a Change in Law (as defined in Section 10.3(a)) that occurs after the Participant acquired the applicable participation (and in consideration of the foregoing, each such Participant and SPV shall be deemed to have acknowledged and agreed to be bound by the provisions of Section 9.22) and (B) each such SPV may receive other payments that would otherwise be made to such Lender with respect to Loans funded by such SPV to the extent provided in the applicable option agreement and set forth in a notice provided to Agent by such SPV and such Lender, provided, however, that in no case (including pursuant to clause (A) or (B) above) shall an SPV or participant have the right to enforce any of the terms of any Loan Document, and (iii) the consent of such SPV or participant shall not be required (either directly, as a restraint on such Lender’s ability to consent hereunder or otherwise) for any amendments, waivers or consents with respect to any Loan Document or to exercise or refrain from exercising any powers or rights such Lender may have under or in respect of the Loan Documents (including the right to enforce or direct enforcement of the Obligations), except for those described in clauses (ii) and (iii) of Section 9.1(a) with respect to amounts, or dates fixed for payment of amounts, to which such participant or SPV would otherwise be entitled and, in the case of participants, except for those described in clause (vii) of Section 9.1(a). No party hereto shall institute (and the Borrower shall cause each other Credit Party not to institute) against any SPV grantee of an option pursuant to this clause (f) any bankruptcy, reorganization, insolvency, liquidation or similar proceeding, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper of such SPV; provided, however, that each Lender having designated an SPV as such agrees to indemnify each Indemnitee against any Liability that may be incurred by, or asserted against, such Indemnitee as a result of failing to institute such proceeding (including a failure to be reimbursed by such SPV for any such Liability). The agreement in the preceding sentence shall survive the termination of the Commitments and the payment in full of the Obligations. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.6(c) without regard to the existence of any participation. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person other than Agent except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and Section 1.163-5(b) of the Proposed Treasury Regulations (or, in each case, any amended or successor version). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Agent shall have no responsibility for maintaining a Participant Register.

  • Performance Expectations The Charter School’s performance in relation to the indicators, measures, metrics and targets set forth in the CPF shall provide the basis upon which the SCSC will decide whether to renew the Charter School’s Charter Contract at the end of the charter term. This section shall not preclude the SCSC from considering other relevant factors in making renewal decisions.

  • Office Visits (other than Preventive Care Services) This plan covers office and clinic visits to diagnose or treat a sickness or injury. Office visit copayments differ depending on the type of provider you see. This plan covers physician visits in your home if you have an injury or illness that: • confines you to your home; or • requires special transportation; and • because of this injury or illness, you are physically unable to travel to the provider’s

  • Off-Balance Sheet Arrangements There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.

  • No Contract Terminations Neither the Company nor any of its subsidiaries has sent or received any communication regarding termination of, or intent not to renew, any of the contracts or agreements referred to or described in any preliminary prospectus, the Prospectus or any free writing prospectus, or referred to or described in, or filed as an exhibit to, the Registration Statement, and no such termination or non-renewal has been threatened by the Company or any of its subsidiaries or, to the Company’s knowledge, any other party to any such contract or agreement, which threat of termination or non-renewal has not been rescinded as of the date hereof.

  • SALARY SACRIFICE ARRANGEMENTS 34.1 Employees covered by this Agreement will have access to salary sacrifice arrangements in addition to the compulsory arrangement detailed above. The requirements of any such arrangements shall ensure that: (a) Accessing a salary sacrifice arrangement is a voluntary decision to be made by the individual Employee. (b) An Employee wishing to enter into a salary sacrifice arrangement will be required to notify their Employer in writing of the intention to do so and have sought expert advice in relation to entering into such an arrangement. (c) The Employer shall meet the cost of implementing the administrative and payroll arrangements necessary for the introduction of salary sacrifice to the Employees under the Agreement. (d) The co-contribution of superannuation payments referred to herein shall be made by way of salary sacrifice arrangements.

  • Turnover Plan System Agency, in its sole discretion, may require Grantee to develop and submit a Turnover Plan at any time during the term of the Grant Agreement. Grantee must submit the Turnover Plan to System Agency for review and approval. The Turnover Plan must describe Xxxxxxx’s policies and procedures that will ensure: i. The least disruption in the implementation and performance of grant-funded activities during Turnover; and ii. Full cooperation with System Agency or its designee in transferring the performance and obligations of the Grant Agreement.

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