Distribution Waterfall Sample Clauses

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Distribution Waterfall. The proceeds from the sale of a Defaulted Vehicle plus any available Security Deposit Accrual relating thereto (the “Distributable Proceeds”), shall, with respect to a Positive Value Transaction, be distributed within two (2) business days of Servicer’s receipt thereof, in the following order and amounts: (A) first, the Current NBV shall be distributed to Element; (B) second, the amount of the Net Shortfall shall be retained by Servicer (or in the case of a Net Windfall, the Net Windfall being added to the Distributable Proceeds and the Net Shortfall for distribution purposes being zero (0)); (C) approved Covered Expenses for the reconditioning of the Defaulted Vehicle (and with respect to a Defaulted Vehicle that is a Delivery Vehicle, any remaining repair costs after deducting such repair costs from the maintenance balance in the Independent Contractor’s Maintenance Fund) shall be retained by Servicer; and (D) any proceeds received in excess of the proceeds distributed pursuant to subsections (A), (B) and (C) above, shall be divided equally between Servicer and Element (the “Distribution Waterfall”).
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Distribution Waterfall. Any Claim Proceeds shall be distributed in accordance with the terms and conditions of the New CVRs, New Notes, 10% Notes, Restated CVRs and Restated Notes including, without limitation, in the following descending order (collectively, the “Distribution Waterfall”) (a) first, 100% of any such Claim Proceeds to the Existing CVR Holders, the New CVR Holders, the Existing Note Holders, the New Note Holders and the 10% Note Holders, on a pro rata basis based on (i) the total of (1) the aggregate principal amount of Restated Notes, New Notes and 10% Notes held by each such party, and (2) the product of (A) the fraction derived from the division of the total Claim Proceeds Entitlement for Restated CVRs and New CVRs held by each such party, by the Claim Proceeds Entitlement in respect of all Restated CVRs and New CVRs, and (B) the aggregate consideration paid for all issued and outstanding Restated CVRs and New CVRs, in relation to (ii) the total of (1) the aggregate principal amount of all issued and outstanding Restated Notes, New Notes and 10% Notes, and (2) the aggregate consideration paid for all issued and outstanding Restated CVRs and New CVRs, until the aggregate amount of such distributions equals the sum of all accrued and unpaid default interest, fees, expenses or indemnity obligations, if any, owing to the Existing CVR Holders pursuant to the Restated CVRs (including, for certainty, the fees and expenses of the Existing Collateral Agent), to the New CVR Holders pursuant to the New CVRs (including, for certainty, the fees and expenses of the New Collateral Agent), to the Existing Note Holders pursuant to the Existing Notes, to the New Note Holders pursuant to the New Notes and to the 10% Note Holders pursuant to the 10% Notes; (b) second, 100% of any such Claim Proceeds to the Existing Note Holders, the New Note Holders and the 10% Note Holders, on a pro rata basis based on the principal amount of their respective Restated Notes, New Notes and 10% Notes, as applicable, until such distributions equal the sum of all obligations, liabilities and indebtedness (including all principal, interest, fees and other amounts) owing by the Corporation to each of the Existing Note Holders pursuant to the Restated Notes, the New Note Holders pursuant to the New Notes and the 10% Note Holders pursuant to the 10% Notes and; (c) third, 100% of any such Claim Proceeds to the Existing CVR Holders, the New CVR Holders and the MIP Participants (as applicable), on a pro rata...
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Distribution Waterfall. (a) Concurrently with the execution of this Agreement, the Company has provided to the Purchaser an Estimated Distribution Waterfall. The Estimated Distribution Waterfall sets forth the Company’s good faith estimate of the distributions to the Participating Securityholders of the Company’s estimate of the Aggregate Closing Merger Consideration and Aggregate Merger Consideration (after taking into account all prior distributions hereunder) in the order and in the amounts set forth in the Estimated Distribution Waterfall. A copy of the Estimated Distribution Waterfall is annexed hereto as Exhibit F. It is understood by the parties hereto that the Estimated Distribution Waterfall is a form of the Distribution Waterfall to be delivered pursuant to Section 2.14(b) that does not contain all of the detail required to be set forth in the Distribution Waterfall and that the final form of Distribution Waterfall to be delivered by the Company in connection with the Closing of the Merger as contemplated by and in accordance with Section 2.14(b) shall be fully compliant with the requirements of this Agreement and shall, following such delivery by the Company in accordance with Section 2.14(b) serve as the Distribution Waterfall for purposes of this Agreement. Notwithstanding anything to the contrary contained herein, the Agent, the Purchaser, the Merger Sub and the Surviving Corporation shall have no liability to any Participating Securityholder, any other holder of Company Capital Stock or Company Equity Incentives or any other Person in the event there are any inaccuracies contained in the Distribution Waterfall provided pursuant to Section 2.14(b) (it being agreed that the Purchaser’s agreement to direct the Agent to distribute amounts in accordance therewith is at the request of, and an accommodation to, the Participating Securityholders). (b) Within a reasonable time prior to the Closing and no later than the time at which the Company delivers the Estimated Closing Statement hereunder, the Company shall prepare and deliver to the Purchaser an update of the Estimated Distribution Waterfall (such update, provided prior to or concurrently with the Company’s delivery of the Estimated Closing Statement, the “Distribution Waterfall”), signed by the Chief Executive Officer or Chief Financial Officer of the Company on behalf of the Company, which shall set forth, as of the Closing Date and immediately prior to the Effective Time, the following: (i) the names, email addres...
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Distribution Waterfall. Except for distributions of Fee Income and Holdco Vehicle Promote made pursuant to Section 7.2, Tax Distributions made pursuant to Section 7.4, payments by the Offshore Series to the Onshore Series pursuant to Sections 7.3(b)(iii) and (iv) (which shall be distributed to the Common Members in proportion to their respective Common Interests), or as otherwise provided in this Agreement, all distributions shall be made to the Members pursuant to Section 7.3(a) or (b).
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Distribution Waterfall. The Representative, the Equityholders, the Bonus Recipients and the Convertible Noteholders acknowledge and agree that, notwithstanding anything to the contrary in this Agreement, Parent and its Affiliates (including, from and after the Closing, the Surviving Corporation) shall have no liability in respect of the creation of, or any calculations derived from, the Distribution Waterfall or the allocation among the Equityholders, Bonus Recipients and Convertible Noteholders of any consideration payable under this Agreement. For the avoidance of doubt, the Representative shall be entitled, from time to time, to submit an updated Distribution Waterfall to Parent in connection with the payment of any Deferred Payment to reflect actual amounts payable to each Equityholder, Bonus Recipient and Convertible Noteholder; provided, however, that no such update shall change the Pro Rata Indemnity Share or the Pro Rata Deferred Payment Share of any Equityholder, Bonus Recipient or Convertible Noteholder.
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Distribution Waterfall. Subject to the Fund Documents, the Fund will follow the below-mentioned distribution waterfall:
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Distribution Waterfall. Distributions made pursuant to this Article IX shall be made to the holders of Units as follows: (i) first, 100% to the holders of the Class A Units in proportion to their respective Class Member Percentage until the sum of aggregate cumulative Distributions made under this Section 9.1(a)(i) equals the Start Value; and (ii) thereafter, to the holders of Units in accordance with their Membership Share Percentage. (iii) Notwithstanding anything herein to the contrary, the following provisions shall apply with respect to any Class B Unit that is intended by the Board to be a “profits interest.” (A) Such Class B Unit shall not participate in (and shall not be treated as outstanding for purposes of apportioning) any Distributions under Section 9.1(a)(ii) until a total amount equal to the Baseline Value with respect to such Class B Unit has been distributed in respect of other Units pursuant to Sections 9.1(a)(i) and (ii). (B) Notwithstanding the foregoing provisions of this Section 9.1, any amount distributable to a Class B Member pursuant to this Section 9.1 (excluding, for the avoidance of doubt, Tax Distributions) with respect to a Class B Unit that has not yet vested (an “Unvested Distribution Amount”) shall not be paid over to such Class B Member until such Class B Unit vests. All Unvested Distribution Amounts shall be held by the Company in a segregated account until released to the applicable Class B Member in accordance with the terms of this Agreement. If any Class B Unit is forfeited or cancelled prior to vesting, any Unvested Distribution Amounts held by the Company with respect to such Class B Unit shall be forfeited and returned to the general accounts of the Company and shall be available for distribution to the other holders of Units. (C) The Board shall have the discretion to make any determinations required under this Section 9.1(a)(iii), including as to a Baseline Value, the extent to which, if any, a Class B Unit will be excluded from participating in Company Distributions, and how Distributions may be modified in order to achieve the objectives of Section 4.2(c). The Board may amend this Section 9.1 upon the issuance of any subclass of Class B Units to reflect the respective rights of such subclass of Class B Units hereunder. The determination of amounts to be distributed under this Section 9.1 shall be made at the date of each Distribution and shall give effect to all prior Distributions made pursuant to this Section 9.1.
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Distribution Waterfall. With respect to Cash Flow from Operations and Capital Events, the Company shall make distributions to the Members pro-rata in proportion to the relative number of those Membership Units on the Company Record Date, subject to the terms of any designation by the Managing Members of Membership Units issued pursuant to this Agreement.
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Related to Distribution Waterfall

  • 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.

  • Distribution Plans You shall also be entitled to compensation for your services as provided in any Distribution Plan adopted as to any series and class of any Fund’s Shares pursuant to Rule 12b-1 under the 1940 Act. The compensation provided in any such Distribution Plan (a “12b-1 Plan”) may be divided into a distribution fee and a service fee, as set forth in such Plan and the Fund’s then current prospectus and statement of additional information (“SAI”), each of which is compensation for different services to be rendered to the Fund. Subject to the termination provisions in a 12b-1 Plan, any distribution fee with respect to the sale of a Share subject to such Plan shall be earned when such Share is sold and shall be payable from time to time as provided in the 12b-1 Plan. The distribution fee payable to you as provided in any 12b-1 Plan shall be payable without offset, defense or counterclaim (it being understood by the parties hereto that nothing in this sentence shall be deemed a waiver by the Fund of any claim the Fund may have against you).

  • Distributions, Etc a. Following receipt by the Down REIT Sub of written notice (which notice shall specifically reference this Section 5 of this Agreement) from Lender that a Default has occurred and is continuing (a “Default Notice”): (i) upon the written instruction of Lender and until instructions to the contrary are received from Lender, the Down REIT Sub shall remit to Lender all cash distributions otherwise payable to Pledgor in respect of the Pledged Units, and HCPI shall remit to Lender all cash dividends otherwise payable to Pledgor in respect of the Pledged Shares, of any nature, and (ii) upon the written instruction of Lender and until instructions to the contrary are received from Lender, all rights of Pledgor to exercise the voting or other consensual rights that Pledgor would otherwise be entitled to exercise in respect of the Collateral shall cease, and all such rights (and any other rights Pledgor may have in respect of the Collateral) shall thereupon become vested in Lender, which shall have the sole right to exercise such rights, until further notice from Lender. With respect to cash distributions payable during such time as no event of Default is occurring, each Pledgor hereby directs the Down REIT Sub and/or HCPI, as the case may be, and the Down REIT Sub and/or HCPI, as the case may be, agrees to deposit any and all such dividends and distributions in the following account as set forth in Section 3.1. of the Loan Agreement: 43JO7293. Any amounts paid to the Lender or its designee as contemplated by the terms of the foregoing shall be treated as amounts paid or distributed to Pledgor for all purposes of the LLC Agreement, or other agreement pursuant to which the payment or distribution is made or is required to be made and shall be deemed to satisfy the obligations of the Down REIT Sub or HCPI to make such payment thereunder. Each Pledgor hereby agrees that neither the Down REIT Sub nor HCPI shall be deemed to be in breach of its obligations under, or in violation of the provisions of, any such agreement by virtue of having made such payments in the foregoing manner. b. From and after the date of this Agreement, and whether or not a Default has occurred and is continuing, if Pledgor shall become entitled to receive, in connection with any of the Collateral, any: i. LLC Units or stock certificates (including, without limitation, stock certificates relating to the Pledged Shares), including, without limitation, any certificates (1) issued in respect of additional properties contributed by such Pledgor to the Down REIT Sub, or (2) representing a dividend or distribution or issued in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares or partnership units, stock or partnership units split, spin-off, or split-off; ii. Options, warrants, rights or other securities or instruments, whether as an addition to, or in substitution or in exchange for, any of the Collateral, or otherwise; iii. Dividends or distributions payable in property other than cash, including securities issued by other than the issuer of any of the Collateral; or iv. Any sums paid in redemption of any of the Collateral, then HCPI shall deliver the same to Lender, to be held by Lender as part of the Collateral. Any amounts paid to the Lender or its designee as contemplated by the terms of the foregoing shall be treated as amounts paid or distributed to Pledgor for all purposes of the LLC Agreement, or other agreement pursuant to which the payment or distribution is made or is required to be made and shall be deemed to satisfy the obligations of the Down REIT Sub or HCPI to make such payment thereunder. Each Pledgor hereby agrees that neither the Down REIT Sub nor HCPI shall be deemed to be in breach of its obligations under, or in violation of the provisions of, any such agreement by virtue of having made such payments in the foregoing manner.

  • Certificate Distribution Account The Certificate Distribution Account shall be established as a non-interest bearing trust account pursuant to Section 4.1 of the Sale and Servicing Agreement. Funds on deposit in the Certificate Distribution Account shall be held uninvested. The Certificateholders shall possess all beneficial right, title and interest in and to all funds on deposit from time to time in the Certificate Distribution Account and all proceeds thereof. Except as otherwise provided herein, in the Indenture or in the Sale and Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Certificate Paying Agent for the benefit of the Certificateholders. If, at any time, the Certificate Distribution Account ceases to be an Eligible Account, the Servicer on behalf of the Issuer, shall, within ten (10) Business Days (or such longer period) after becoming aware of the fact, establish a new Certificate Distribution Account as an Eligible Account and shall direct the Certificate Paying Agent to transfer any cash then on deposit in the Certificate Distribution Account to such new Certificate Distribution Account.

  • Distribution of Cash (a) Subject to Sections 5.02(c), (d) and (e), the Partnership shall distribute cash at such times and in such amounts as are determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in proportion with their respective Percentage Interests on the Partnership Record Date. (b) In accordance with Section 4.04(a)(ii), the LTIP Unitholders shall be entitled to receive distributions in an amount per LTIP Unit equal to the Common Partnership Unit Distribution. (c) If a new or existing Partner acquires additional Partnership Units in exchange for a Capital Contribution on any date other than a Partnership Record Date, the cash distribution attributable to such additional Partnership Units relating to the Partnership Record Date next following the issuance of such additional Partnership Units shall be reduced in the proportion to (i) the number of days that such additional Partnership Units are held by such Partner bears to (ii) the number of days between such Partnership Record Date and the immediately preceding Partnership Record Date. (d) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to a Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner (the “Distributable Amount”) equals or exceeds the Withheld Amount, the entire Distributable Amount shall be treated as a distribution of cash to such Partner, or (ii) if the Distributable Amount is less than the Withheld Amount, the excess of the Withheld Amount over the Distributable Amount shall be treated as a Partnership Loan from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid upon the demand of the Partnership or, alternatively, through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner fails to pay any amount owed to the Partnership with respect to the Partnership Loan within 15 days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a General Partner Loan to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.02(d) shall bear interest at the lesser of (i) 300 basis points above the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, Eastern Edition, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full. (e) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash dividend as the holder of record of a REIT Common Share for which all or part of such Partnership Unit has been or will be redeemed.