Sharing of Distributions. The Members are entitled to receive distributions of cash or other assets from the Company when approved by the action of all Members. The Company may not make any distribution that will impair the ability of the Company to pay its debts and obligations as they mature. Any distributions shall be made on the basis of the current membership interest of the Members.
Sharing of Distributions. Except as provided in Article VIII, distributions shall be made in accordance with the Members’ Ownership Interests at the time of distribution.
Sharing of Distributions. (a) Except as provided in Section 2.3, until the OII or RGC Obligations are paid in full, in the event OII or RGC receives any Distribution which otherwise would be payable or deliverable upon or with respect to the RGC Obligations or OII Obligations, respectively, such Distribution shall be received and held in trust for the benefit of OII or RGC, respectively, shall be segregated from other funds and property held by RGC or OII, respectively, and shall be forthwith paid over to OII or RGC, respectively, in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Obligations in accordance with Section 2.5(b).
(b) All Distributions received by OII or RGC with respect to the OII Obligations and the RGC Obligations shall be applied as follows:
(i) In the event that the Distribution is of Collateral other than IP Assets:
(1) First, Pari Passu between OII and RGC in reimbursement of the out-of-pocket costs and expenses of each incurred in connection with the enforcement of the rights and remedies of each against the Borrower and/or UTTC and, if applicable, OII or RGC in connection with such Distribution;
(2) Second, 100% to RGC, unless and until the RGC Obligations are fully paid;
(3) Third, 100% to OII, unless and until the OII Obligations are fully paid; and
(4) Lastly, to the Borrower and/or UTTC or such other person or entity as shall be entitled thereto.
(ii) In the event that the Distribution is of IP Assets:
(1) First, Pari Passu between OII and RGC in reimbursement of the out-of-pocket costs and expenses of each incurred in connection with the enforcement of the rights and remedies of each against the Borrower and/or UTTC and, if applicable, OII or RGC in connection with such Distribution;
(2) Second, Pari Passu between RGC and OII unless and until the Pari Passu Obligations are fully paid to RGC;
(3) Third, 100% to OII, unless and until the OII Obligations are fully paid;
(4) Fourth, 100% to RGC, unless and until the RGC Obligations are fully paid; and
(5) Lastly, to the Borrower and/or UTTC or such other person or entity as shall be entitled thereto.
(c) Each Creditor shall pay over to the other Creditor the full amount due such other Creditor under this Section 2.5 within three (3) Business Days after such receipt.
Sharing of Distributions. (a) Subject to Sections 5.4(b), 5.4(c) and 12.2, all distributions shall be made to the Members in proportion to their respective Sharing Ratios.
(b) If the Company has issued a Class D Membership Interest, then:
(i) The portion of the Company's Available Cash on any Distribution Date attributable to any sale or contribution of any Highest Incentive Distribution Splits pursuant to Section 3.11 and any non-cash consideration received by the Company in connection with any sale or contribution of any Highest Incentive Distribution Splits pursuant to Section 3.11 shall be distributed (A) first, to the Members in proportion to their respective Sharing Ratios until the Class D Member has received an amount equal to any Assumed Tax that such Member will be deemed to incur in respect of the year in which the sale or contribution of any Highest Incentive Distribution Splits pursuant to Section 3.11 occurs as a result of such sale or contribution, and (B) the remainder to the HIDS Seller; and
(ii) The portion of the Company's Available Cash on the Distribution Date and any other property received by the Company attributable to the portion of the Highest Incentive Distribution Splits that was excluded from the sale or contribution of any Highest Incentive Distribution Splits pursuant to Section 3.11 shall be distributed to the Class D Member.
(c) During the Support Period, the Company shall first distribute to the Investor an amount of Available Cash equal to 100% of the Reduction in Distributions since the immediately preceding Distribution Date, determined as follows:
(i) At least 10 Business Days prior to each Distribution Date during the Support Period, El Paso GP Holdco will notify Investor of its good faith estimate of the Reduction in Distributions since the immediately preceding Distribution Date, such notice to include the basis of El Paso GP Holdco's calculation of such amount and reasonable supporting documentation therefore;
(ii) Absent manifest error, the good faith estimate provided by El Paso GP Holdco of the Reduction in Distributions shall be used for purposes of determining the distributions to be made hereunder upon such Distribution Date;
(iii) El Paso GP Holdco shall provide any additional information and access to relevant personnel as may reasonably be requested by Investor in connection with determining whether the good faith estimate provided by El Paso GP Holdco of the Reduction in Distributions since the immediately preceding Distribution D...
Sharing of Distributions. 5.2.1 All distributions, other than in liquidation of the Company, shall be made in accordance with the Percentage Interests of the Members.
5.2.2 All liquidating distributions shall be made in proportion to and to the extent of the relative capital account balances of the Members.
Sharing of Distributions. Except for preferential or disproportionate distributions to the extent expressly provided for in this Agreement (including those set forth in Sections 4.1(f)(ii) and 12.2), all distributions attributable to the Partnership Interests of the Company paid in cash, property, or equity ownership of the Company will be allocated and made to the Parties in proportion to their respective Partnership Interests.
Sharing of Distributions. Except as provided in Section 10.2, distributions shall be shared by the Members in accordance with Sharing Percentages, except that the term “Cash Payout” shall be substituted for “Payout” wherever it applies in the definition of Sharing Percentages. In making any distribution pursuant to this Section 5.5(b) that results in Cash Payout, such distribution shall be bifurcated into a portion which causes Cash Payout, which shall be distributed in accordance with pre-Payout Sharing Percentages, and the remainder, which shall be distributed in accordance with post-Payout Sharing Percentages.
Sharing of Distributions. Any distributions, including ------------------------ distributions in kind of assets of the Partnership, shall be made in accordance with the Partners' Ownership Interest at the time of distribution. Except as the Partners may otherwise agree, all distributions, other than distributions to be made upon the dissolution of the Partnership, shall be made in cash. At any time that any distribution is made upon the dissolution of the Partnership, the Partner or other person responsible for making such distribution shall, to the maximum extent possible, distribute in kind those assets contributed to the Partnership pursuant to Section 2.2.b. hereof to the Partner who so contributed such assets. Any such distributions in kind shall be valued at the fair market value of such assets at the time of distribution; provided, however, that in connection with any distribution in kind made pursuant to this Section 4.1 on or before the second anniversary of the Formation Date, those assets contributed to the Partnership pursuant to Section 2.2.b hereof shall be deemed to have the value attributed to them pursuant to Section 2.6 hereof. All assets, other than those originally contributed to the Partnership pursuant to Section 2.2.b. shall, to the maximum extent possible, be distributed in kind among the Partners and shall be valued at the fair market value of such assets at the time of distribution. If the fair market value at the time of distribution of the assets initially contributed by any Partner pursuant to Section 2.2.b. is such that the distribution of such assets to the contributing Partner would constitute an over-distribution to such Partner, such Partner may elect to accept the distribution in kind of such assets and pay in cash to the Partnership the amount of the over-distribution. To the extent that distributions in kind cannot be made as contemplated hereby, the assets of the Partnership shall be sold and distributions shall be paid in cash or other property received by the Partnership upon such sale.
Sharing of Distributions. 35 5.5. Reserves.............................................................36 5.6. Distribution Restrictions............................................36
Sharing of Distributions. Except as provided in Section 12.2, all distributions attributable to the Membership Interests of the Company paid in cash, property, or equity ownership of the Company shall be made to the Members in the following order and priority:
(a) first, to the Members, in proportion to their respective Priority Sharing Ratios (determined as of the end of the calendar month preceding the calendar
