Distribution Shortfall Clause Samples

The Distribution Shortfall clause defines the procedures and consequences when the expected distributions, such as profits or payments, fall below a specified threshold. Typically, this clause outlines how any shortfall is calculated, who bears responsibility for the deficit, and the steps to be taken to address the gap, such as adjusting future distributions or requiring additional contributions. Its core function is to ensure fairness and transparency in financial arrangements by providing a clear mechanism for handling situations where distributions do not meet agreed-upon levels.
Distribution Shortfall. Except to the extent that any Distribution Shortfall (defined below) is attributable to the Company’s and its Subsidiaries’ compliance with an Applicable Overriding Law, in the event that the Company fails, for any quarter, to make a distribution to the Members of Distributable Cash in an amount not less than thirty percent (30%) of the net income of the Company and its Subsidiaries for such quarter (the “Threshold Amount”) within the ten- (10-) day period following the Distribution Date (a “Distribution Shortfall”), then Cinergy shall pay to New Investor, on an After-Tax Basis, an amount equal to (a) (i) the Threshold Amount less (ii) the amount of Distributable Cash actually distributed by the Company to the Members for such quarter, multiplied by (b) New Investor’s respective Company Percentage Interest. To the extent Cinergy does not withhold Tax on a payment to New Investor pursuant to this Section 13.1 and Tax is imposed on New Investor in respect of such payment, Cinergy shall indemnify New Investor for any Tax so imposed. Such payment shall be made within five (5) Business Days of the end of the ten- (10-) day period by wire transfer of immediately available funds to the account or accounts that New Investor shall designate to Cinergy at least five (5) Business Days prior to such closing. For the avoidance of doubt, any payment required to be made by Cinergy pursuant to this Section 13.1 shall not affect New Investor’s right to (or the amount of) future distributions made by the Company. Notwithstanding anything to the contrary in this Agreement, Cinergy shall not have the right to assign its obligations under this Section 13.1, whether in connection with a Transfer of Units made pursuant to Section 11.2 or otherwise, unless (i) such assignment is to a Wholly-Owned Affiliate of Cinergy, and (ii) New Investor is satisfied in its reasonable discretion that such Wholly-Owned Affiliate of Cinergy (or, if applicable, other provider of credit support in connection with such assignment) has sufficient financial wherewithal and creditworthiness to make the support payments pursuant to Section 13.1.
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Related to Distribution Shortfall

  • Collateral Shortfalls In the event that amounts on deposit in the Collateral Fund at any time are insufficient to cover any withdrawals therefrom that the Company is then entitled to make hereunder, the Purchaser shall be obligated to pay such amounts to the Company immediately upon demand. Such obligation shall constitute a general corporate obligation of the Purchaser. The failure to pay such amounts within two Business Days of such demand (except for amounts to cover interest on a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)), shall cause an immediate termination of the Purchaser's right to make any Election to Delay Foreclosure or Election to Foreclose and the Company's obligations under this Agreement with respect to all Mortgage Loans to which such insufficiencies relate, without the necessity of any further notice or demand on the part of the Company.

  • Distribution Date 13 DTC...........................................................................................13

  • Principal Payment The Borrower shall fail to pay any principal of any Note when the same becomes due and payable as set forth in this Agreement;

  • Final Distribution The Issuer shall give the Indenture Trustee at least 30 days written notice of the Payment Date on which the Noteholders of any Series, Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series, Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Class or Tranche specifying (i) the date upon which final payment of such Series, Class or Tranche will be made upon presentation and surrender of Notes of such Series, Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders. (a) Notwithstanding a final distribution to the Noteholders of any Series, Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in any Issuer Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

  • Principal Payments Originator is authorized and directed by SPV to enter on the grid attached hereto, or, at its option, in its books and records, the date and amount of each loan made by it which is evidenced by this Subordinated Note and the amount of each payment of principal made by SPV, and absent manifest error, such entries shall constitute prima facie evidence of the accuracy of the information so entered; provided that neither the failure of Originator to make any such entry or any error therein shall expand, limit or affect the obligations of SPV hereunder.