Distributions of Net Cash Flow Not Within the Context of a Dissolution and Termination of the Partnership Clause Samples

Distributions of Net Cash Flow Not Within the Context of a Dissolution and Termination of the Partnership. (a) Net Cash Flow not distributed in connection with a dissolution and termination of the Partnership shall be distributed as provided in this Section 6.1. (b) Distributions of Net Cash Flow shall be distributed in such amounts and at such times as the General Partner shall determine. All such distributions shall be made in accordance with the Partners’ respective Percentage Interests.
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Distributions of Net Cash Flow Not Within the Context of a Dissolution and Termination of the Partnership. (a) Net Cash Flow not distributed in connection with a dissolution and termination of the Partnership shall be distributed as provided in this Section 6.1. (b) For the period beginning with May 20, 1992, and ending December 31, 1996, and for each Fiscal Year thereafter until the first Fiscal Year in which no Equity Loans are outstanding, the General Partner shall cause the Partnership to distribute to each of the Class A Limited Partners an amount in cash equal to the Designated Amount for such Class A Limited Partner. Net Cash Flow not distributed to the Class A Limited Partners pursuant to the foregoing provision shall be distributed to the General Partner and the Class B Limited Partner in proportion to their Percentage Interests inter se. Distributions of Net Cash Flow made pursuant to this paragraph (b) shall be made at such times during the first period described above and each such Fiscal Year thereafter or within a reasonable time thereafter as determined by the General Partner, except that such distributions shall be made not less often than necessary to enable the Class A Limited Partners to meet their interest and tax payment obligations made and incurred in connection with their Equity Loans and their position as Class A Limited Partners. (c) Commencing with the first Year in which no Equity Loans are outstanding, the amount and timing of Net Cash Flow distribution shall be determined by the General Partner in its discretion. All distributions of Net Cash Flow which are made shall be distributed to the Partners in proportion to their Percentage Interests. (d) The General Partner agrees that if, because of a withdrawal of cash from the Partnership by direction of the General Partner, the Partnership is thereby unable to make a distribution equal to the Designated Amount at the time when such distribution would otherwise be made pursuant to this Section 6.1, then the General Partner either will provide the Partnership with the funds needed for such distribution or the General Partner will indemnify and hold each Class A Limited Partner harmless from the consequences of the inability of the Partnership to make such distribution.
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Distributions of Net Cash Flow Not Within the Context of a Dissolution and Termination of the Partnership. (a) Net Cash Flow not distributed in connection with a dissolution and termination of the Partnership shall be distributed as provided in this Section 6.1. (b) As used in this Article VI, the term “Designated Amount” shall mean, for the Class A Limited Partners as a group: (1) the total of all interest due from time to time under all of the Class A Limited Partners’ Equity Loans plus (2) the total of the annual federal and state tax obligations imposed on the Class A Limited Partners (and, for purposes of this calculation, it shall be assumed that the taxable income of the Partnership which is allocated to each Class A Limited Partner is subject to tax at the maximum marginal federal tax rate). For purposes of this definition it shall be assumed that each Class A Limited Partner received an Equity Loan equal to 50% of his or her Capital Contribution.
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Related to Distributions of Net Cash Flow Not Within the Context of a Dissolution and Termination of the Partnership

  • Dissolution Liquidation and Termination of the Company Section 8.1 Events Causing Dissolution. -------------------------- The Company shall dissolve upon and its affairs shall be wound up after the happening of any of the following events: 8.1.1 the Consent of all of the Members; 8.1.2 the sale or other disposition by the Company of all or substantially all of its assets; or 8.1.3 the entry of a decree of judicial dissolution under Section 18-802 of the Act.

  • Dissolution and Termination of the Company 20 Section 12.1. Dissolution.................................................20 Section 12.2. Liquidation.................................................20 Section 12.3. Time for Liquidation, etc...................................21 Section 12.4. Claims of the Members.......................................21

  • Dissolution Winding Up and Termination Upon the occurrence of a Liquidating Event, the General Partner shall have the full power and authority to proceed with the liquidation of the Partnership and to take all steps which it may deem necessary or desirable to wind up the Partnership’s affairs, having for such purpose all the powers referred to and provided for in Article 7 appropriate to accomplish the same and allowing for a reasonable time in order to minimize losses attendant to the liquidation, so that the Partnership may be terminated in accordance with the Act. In the event that there is no General Partner, the Limited Partners shall, by Majority Approval, designate one or more Partners or a non-Partner or both to proceed with the liquidation of the Partnership’s assets and the termination of the Partnership. In the event that a liquidator is designated pursuant to the preceding sentence, hereinafter in this Article all references to the General Partner shall be deemed to refer to such liquidator.

  • Dissolution and Termination (a) The Company shall not be dissolved by the admission of Substitute Members or Additional Members. The Company shall dissolve, and its affairs shall be wound up, upon: (i) an election to dissolve the Company by the Manager (or, if the Manager has been removed for “cause” pursuant to Section 5.2, an election to dissolve the Company by an affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote thereon); (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of the Company; (iii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; or (iv) at any time that there are no members of the Company, unless the business of the Company is continued in accordance with the Delaware Act.

  • Dissolution and Termination of Trust (a) This Trust shall continue without limitation of time but subject to the provisions of sub-sections (b) and (c) of this Section 9.4. (b) Notwithstanding anything in Section 9.5 to the contrary, the Trustees may without Shareholder approval (unless such approval is required by the 1940 Act) in dissolution of the Trust or any Class, liquidate, reorganize or dissolve the Trust or any Class in any manner or fashion not inconsistent with applicable law, including, without limitation, (i) sell and convey all or substantially all of the assets of the Trust or any Class to another trust, partnership, limited liability company, association or corporation, or to a separate series or class of shares thereof, organized under the laws of any state or jurisdiction, for adequate consideration which may include the assumption of all outstanding obligations, taxes and other liabilities, accrued or contingent, of the Trust or any Class, and which may include shares of beneficial interest, stock or other ownership interests of such trust, partnership, limited liability company, association or corporation or of a series thereof; or (ii) at any time sell and convert into money all of the assets of the Trust or any Class. Following a sale or conversion in accordance with the foregoing sub-Section 9.4(b)(i) or (ii), and upon making reasonable provision, in the determination of the Trustees, for the payment of all liabilities of the Trust or the affected Class as required by applicable law, by such assumption or otherwise, the Shareholders of each Class involved in such sale or conversion shall be entitled to receive, as a Class, when and as declared by the Trustees, the excess of the assets allocated to that Class over the liabilities allocated to such Class. The assets so distributable to the Shareholders of any particular Class shall be distributed among such Shareholders in proportion to the number of Shares of that Class held by them and recorded on the books of the Trust. (c) Upon completion of the distribution of the remaining proceeds or the remaining assets as provided in sub-section (b), the Trust (in the case of a sale or conversion with respect to the Trust) or any affected Class shall terminate and the Trustees and the Trust or any affected Class shall be discharged of any and all further liabilities and duties hereunder and the right, title and interest of all parties with respect to the Trust or such affected Class shall be cancelled and discharged. Upon termination of the Trust, following completion of winding up of its business, the Trustees shall cause a certificate of cancellation of the Trust’s certificate of trust to be filed in accordance with the Act, which certificate of cancellation may be signed by any one Trustee.