Restoration of Excess Distributions Sample Clauses

Restoration of Excess Distributions. Subject to Section 7.3: (a) In the event that distributions have been made to WCPT and Whitehall under Section 7.1(b)(iii) and subsequently, Whitehall or WCPT makes a Capital Contribution, then, to the extent required to cause Whitehall and WCPT to receive on a cumulative basis, taking into account the timing and amount of all prior contributions and distributions (other than the Promote), an Internal Rate of Return equal to 17.5% per annum, amounts previously distributed to a Manager under Section 7.1(b)(iii)(y) shall be returned by such Manager to the Company for immediate distribution to Whitehall and WCPT pro rata in accordance with their relative Percentage Interests, and, to the extent permissible under Sections 704(b) and 514(c)(9) of the Code and the Treasury Regulations promulgated thereunder, appropriate adjustments shall be made in the allocations pursuant to Article VI hereof. (b) In the event that distributions have been made to the WCPT and Whitehall under Section 7.1(b)(iv) and subsequently, Whitehall or WCPT makes a Capital Contribution, then, to the extent required to cause Whitehall and WCPT to receive on a cumulative basis, taking into account the timing and amount of all prior contributions and distributions (other than the Promote), an Internal Rate of Return equal to 22.5% per annum, amounts previously distributed to the Manager under Section 7.1(b)(iv)(y) shall be returned by such Manager to the Company for immediate distribution to Whitehall and WCPT pro rata in accordance with their relative Percentage Interests, and, to the extent permissible under Sections 704(b) and 514(c)(9) of the Code and the Treasury Regulations promulgated thereunder, appropriate adjustments shall be made in the allocations pursuant to Article VI hereof.
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Restoration of Excess Distributions. Subject to Section 7.3: If any Promote Payments to the Manager have previously been made and, subsequently, the Internal Rate of Return for any of WHWEL, Whitehall XI, Holding Co. and WCPT is reduced as a result of a Capital Contribution being made pursuant to Section 5.2 or otherwise, then the parties hereto shall make appropriate adjustments to the amounts previously distributed or paid to them (and the Manager shall return all or a portion of such Promote Payments to such Member from whom such Promote Payment was received) to the extent necessary so that the balance of such Promote Payments retained by the Manager (after giving effect to such adjustments) does not exceed the Requisite Promote applicable to such Member, taking into account (x) such reduction in such Member's Internal Rate of Return, (y) the timing and amount of all Capital Contributions made by, and all the Common Distribution Amounts received by, such Member and (z) the Promote Payments previously received by the Manager and not yet returned to such Member pursuant to this Section 7.2.
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Restoration of Excess Distributions. Subject to Section 7.3: If any Promote Payments to WCPT or the Manager have previously been made and, subsequently, the Internal Rate of Return for any of WHWEL, Whitehall XI, Holding Co., WCPT and Management Co. is reduced as a result of a Capital Contribution being made pursuant to Section 5.2 or otherwise, then the parties hereto shall make appropriate adjustments to the amounts previously distributed or paid to them (and each of the Manager and WCPT shall return all or a portion of such Promote Payments to such Member from whom such Promote Payment was received) to the extent necessary so that the balance of such Promote Payments retained by each of the Manager and WCPT (after giving effect to such adjustments) does not exceed the Requisite Manager Promote (in the case of amounts received and retained by the Manager) or the Requisite WCPT Promote (in the case of amounts received and retained by WCPT) with respect to such Member, taking into account (x) such reduction in such Member's Internal Rate of Return, (y) the timing and amount of all Capital Contributions made by, and all the Common Distribution Amounts received by, such Member and (z) the Promote Payments previously received by each of the Manager and WCPT and not yet returned to such Member pursuant to this Section 7.2. In the event the Manager is required to return any amounts under this Section 7.2, then an amount equal to 160% of the amounts required to be returned to such Member by the Manager shall be deemed received by such Member for the purposes of calculating the Internal Rate of Return of such Member." SECTION 2.23. Section 7.6 of the Operating Agreement is hereby amended and restated to read in its entirety as follows:
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Restoration of Excess Distributions. (a) If any Gengate Actual Promote payments have previously been made and, subsequently, the cumulative Internal Rate of Return for the Capital Members has been reduced as a result of a Capital Contribution being made pursuant to Section 6.2 or otherwise, then the parties hereto shall make appropriate adjustments to the amounts previously distributed or paid to them (and GHGP shall return all or a portion of the Gengate Actual Promote payments to the Company) to the extent necessary so that the balance of the Gengate Actual Promote payments retained by GHGP (after giving effect to such adjustments) does not exceed the amount GHGP should have received pursuant to Section 8.1(b)(v)(a) and (vi)(a) and 8.1(c)(iv)(a) and (v)(a) if such additional contributions had been taken into account at the time of the previous calculations(s) of the amounts payable to GHGP pursuant to such Sections. For the avoidance of doubt, the clawback in this Section 8.2(a) is intended to limit GHGP to a total amount of Gengate Actual Promote Payments equal to what GHGP would have been entitled to on a “look back” basis taking into account the amount and timing of each contribution and distribution. (b) Notwithstanding anything to the contrary set forth herein, if any Gengate Actual Promote payments have previously been made and upon the (i) the direct or indirect sale of the Property, (ii) the sale of the Whitehall Group’s entire Interest in the Company or GKH’s entire Interest in the Company or (iii) the sale or liquidation of the Company or the Company Assets, the Whitehall Group has not received a cumulative Internal Rate of Return of at least twelve percent (12%), GHGP shall return all or a portion of the Gengate Actual Promote payments to the Whitehall Group to the extent necessary to provide the Whitehall Group with a cumulative Internal Rate of Return of twelve percent (12%) taking into account (x) the timing and amount of all Capital Contributions made by, and all the distributions of Available Cash Flow and Available Capital Event Proceeds received, by the Members and (y) the Gengate Actual Promote payments previously received by GHGP and not yet returned to GHGP pursuant to this Section 8.2. (c) If distribution adjustments are made pursuant to this Section 8.2, then, to the extent permissible under Sections 704(b) and 514(c)(9) of the Code and the Treasury Regulations promulgated thereunder, appropriate adjustments shall be made in the allocations to be made pursuant to Arti...
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Related to Restoration of Excess Distributions

  • Profits and Losses Distributions Until the admission of additional Members, the Original Member shall be entitled to all allocations of LLC profits and losses and to allocations of distributions.

  • Interim Distributions At such times as may be determined by it in its sole discretion, the Trustee shall distribute, or cause to be distributed, to the Beneficiaries, in proportion to the number of Trust Units held by each Beneficiary relating to the Trust, such cash or other property comprising a portion of the Trust Assets as the Trustee may in its sole discretion determine may be distributed without detriment to the conservation and protection of the Trust Assets in the Trust.

  • Liquidating Distributions Notwithstanding anything to the contrary in this Article VII or in Section 8.3 of the Master Agreement, upon the sale of the Property or the dissolution and liquidation of the Series in accordance with the provisions of this Agreement and of Section 8.3 of the Master Agreement, the proceeds of liquidation of the Series or the sale of the Property will be distributed within ninety (90) days of the date of sale of the Property or the dissolution and liquidation in the following order and priority: (i) First, to creditors of the Series, including the Members who are creditors, to the extent otherwise permitted by law, in satisfaction (whether by payment or the making of reasonable provision for payment thereof) of all debts, liabilities, obligations and expenses of the Series, including, without limitation, the expenses incurred in connection with the liquidation of the Series; and (ii) Second, to the Members pro rata in proportion to their holdings of Shares, with such Distributions to be made by the end of the Fiscal Year during which the liquidation occurs (or, if later, ninety (90) days after the date of the liquidation).

  • Capital Contributions Distributions 17 TABLE OF CONTENTS (continued)

  • Residual Distributions If the Liquidation Preference has been paid in full to all holders of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Issuer ranking equally with Designated Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Issuer shall be entitled to receive all remaining assets of the Issuer (or proceeds thereof) according to their respective rights and preferences.

  • REMIC Distributions On each Distribution Date the Trustee shall be deemed to have allocated distributions to the REMIC I Regular Interests, REMIC II Regular Interests, Class CE Interest, Class P Interest and Class IO Interest in accordance with Section 5.07 hereof.

  • Accounts Distributions (a) On or prior to the Closing Date, the Issuer shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee for the benefit of the Owners and the Note Insurer, the Accounts as provided in the Sale and Servicing Agreement. The Indenture Trustee shall deposit amounts into the Accounts in accordance with the terms hereof and the Sale and Servicing Agreement. (b) On or before the Monthly Remittance Date prior to each Payment Date, the Servicer shall withdraw from the Principal and Interest Account the amounts specified in Section 3.03(a) of the Sale and Servicing Agreement and will deliver such amount to the Indenture Trustee for deposit into the Note Account. No later than the Business Day prior to each Payment Date, to the extent funds are available in the Note Account, the Indenture Trustee shall either retain funds in the Note Account or make the withdrawals from the Note Account and deposits into the other Accounts for distribution on such Payment Date as required pursuant to Section 3.03(b) of the Sale and Servicing Agreement. (c) On each Payment Date and the Redemption Date, to the extent funds are available in the Note Account, the Indenture Trustee shall make the following distributions from the amounts on deposit in the Note Account in the following order of priority (except as otherwise provided in Section 5.4(b)): (i) to the Owners of the Notes, the Current Interest for such Payment Date; provided, that if there are not sufficient funds in the Note Account to pay the entire amount of accrued and unpaid interest then due on the Notes, the amount in the Note Account shall be applied to the payment of such interest on the Notes pro rata on the basis of the total such interest due on the Notes; and (ii) to the Owners of the Notes, the Principal Payment Amount for such Payment Date until the Note Principal Balance is reduced to zero. (d) The Indenture Trustee shall make claims under the Note Insurance Policy pursuant to Section 7.02 of the Sale and Servicing Agreement and in accordance with the Note Insurance Policy. The Indenture Trustee shall deposit any Insured Payment received from the Note Insurer in the Note Account. All amounts received under the Note Insurance Policy shall be used solely for the payment to Owners of principal and interest on the Notes.

  • Liquidation Distributions All property and all cash in excess of that required to discharge liabilities as provided in Section 12.4(b) shall be distributed to the Partners in accordance with, and to the extent of, the positive balances in their respective Capital Accounts, as determined after taking into account all Capital Account adjustments (other than those made by reason of distributions pursuant to this Section 12.4(c)) for the taxable year of the Partnership during which the liquidation of the Partnership occurs (with such date of occurrence being determined pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(g)), and such distribution shall be made by the end of such taxable year (or, if later, within 90 days after said date of such occurrence).

  • Operating Distributions Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

  • Distributions, Etc Upon the dissolution, winding up, liquidation or reorganization of the Tenant, whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Tenant, if any sum shall be paid or any property shall be distributed upon or with respect to any of the Pledged Collateral, such sum shall be paid over to the Secured Parties, to be held as collateral security for the Secured Obligations. If any dividend shall be declared on any of the Pledged Collateral (excluding cash dividends), or any share of beneficial interest or fraction thereof shall be issued pursuant to any split of beneficial interests involving any of the Pledged Collateral, or any distribution of capital shall be made on any of the Pledged Collateral, or any property shall be distributed upon or with respect to the Pledged Collateral pursuant to recapitalization or reclassification of the capital of the Tenant, the shares or other property so distributed shall be delivered to the Secured Parties to be held as collateral security for the Secured Obligations.

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