Operating Profits Clause Samples

Operating Profits. Manager shall be responsible for collecting all revenues and fees billed to Residents and for paying Facility Expenses as agreed in the Approved Budget. The Management Fee will be deducted from the Revenues as a Facility Expense.

Operating Profits. For each Company Accounting Year, Profits from the Company's operations will be allocated among the Members in proportion to their then respective Percentage Interests.

Operating Profits. Except as provided in Section 13.2(c), Operating Profits of the Partnership shall be allocated between the GE Capital Limited Partner and the Other Partners as follows: (a) First, to the GE Capital Limited Partner and the Other Partners so as to match Distributable Cash received by such Partners over the term of the Partnership pursuant to Sections 4.3(a), 4.7 and 13.2(c) (treating (i) any amounts treated as guaranteed payments to the GE Capital Limited Partner under the last sentence of Section 4.15 and (ii) any amounts transferred to the GE Capital Limited Partner pursuant to Section 4.2(a) or (b) of the Amended and Restated Security Deposit Agreement as other than distributions of Distributable Cash, which are not to be matched with allocations of Operating Profits). The ratio in which Operating Profits are allocated pursuant to this Section 5.1 (a) for any given year shall equal the ratio of the excesses, with respect to the GE Capital Limited Partner and the Other Partners, of Distributable Cash received during the term of the Partnership pursuant to such Sections over Operating Profits previously allocated pursuant to this Section 5.1(a) during the term of the Partnership. (b) Second, 100% to the GE Capital Limited Partner, out of Operating Profits that would otherwise have been allocated to the Other Partners, until it has been allocated on a cumulative basis an amount of Operating Profits pursuant to this Section 5.1(b) equal to the aggregate amount of Distributable Cash it has received over the term of the Partnership pursuant to Section 4.12. (c) Third, 99% to the Other Partners and 1% to the GE Capital Limited Partner until the Partners have been allocated on a cumulative basis an amount of Operating Profits equal to the aggregate amount of Distributable Cash received over the term of the Partnership pursuant to Section 4.3(b) and to Sections 4.11, 4.13 and 4.14 (to the extent they relate to distributions that would otherwise be made pursuant to Section 4.3(b)), for this purpose treating any Distributable Cash deposited (and not distributed in the same year) in the Senior Debt Service Account, the Base Reserve Account, the Letters of Credit Reserve Account, the Distribution Reserve Account and the Retention Account from amounts otherwise distributable pursuant to Section 4.3(b) as having been distributed to the Other Partners in the proportions such amounts would have been distributed to the Other Partners if actually distributed. (d) Fourth, 85...

Operating Profits. For each Allocation Year, Profits of the Company shall be allocated among the Members in the following order of priority, it being acknowledged, however, that prior to making such allocations, Capital Accounts shall first be reduced by distributions made during such Allocation Year: (i) First, to the Members with a negative Adjusted Capital Account balance in proportion to their negative Adjusted Capital Account balances until each Member’s Adjusted Capital Account is restored to zero. (ii) Second, to the Series C Preferred Members pro rata in proportion their respective Series C Total Preference Amount until the Adjusted Capital Account balance of each Series C Preferred Members equals the amount of such Series C Preferred Member’s Series C Total Preference Amount. (iii) Third, to the Series A Preferred Members pro rata in proportion their respective Series A Total Preference Amount until the Adjusted Capital Account balance of each Series A Preferred Members equals the amount of such Series A Preferred Member’s Series A Total Preference Amount. (iv) Fourth, to the Series A Preferred Members, Series C Preferred Members and Common Members in proportion to their respective Percentage Interests (determined as if all Series A Preferred Units and Series C Preferred Units have converted into Common Units as set forth in Article IX immediately prior to such distribution in each case assuming the payment of the Undistributed Incentive A Return and Undistributed Incentive C Return in full under Section 9.5(c)) until the Adjusted Capital Account balance of each such Member equals the sum of such Member’s preference amount under Section 11.2(b) and (c) (as applicable) plus such Member’s portion of the amount set forth in Section 11.2(d). (v) Finally, to the Members, pro rata in proportion to their respective Percentage Interests (determined as if all Series A Preferred Units and Series C Preferred Units has converted into Common Units as set forth in Article IX immediately prior to such distribution in each case assuming the payment of the Undistributed Incentive A Return and Undistributed Incentive C Return in full under Section 9.5(c)).

Operating Profits. As of the close of the quarter ending September 30, 2001, Customer shall generate a pre-tax profit from operations as demonstrated by the quarterly financial statements required hereby.

Operating Profits. Subject to Section 6.2.C below, and after giving effect to the special allocations, if any, provided in Sections 6.2.D and E hereof, Profits in each fiscal year or other relevant period of the Partnership shall be allocated in the following order: (1) First, to each Partner in proportion to the cumulative Losses allocated to such Partner under Section 6.2.B(2) and (3) hereof (in inverse order in which they were allocated), until the cumulative Profits allocated to such Partner under this Section 6.2.A(1) equal the cumulative Losses allocated to such Partner under Section 6.2.B(2) and (3) hereof; (2) Second, to the Limited Partners proportionately based on the amount, if any, by which the cumulative prior and concurrent distributions of each Limited Partner's Priority Return pursuant to Section 5.1.A(1) hereof exceeds the cumulative amounts of Profits previously allocated to such Limited Partner pursuant to this Section 6.2.A(2); (3) Third, to the General Partner in the amount, if any, that the cumulative prior and concurrent distributions of the General Partner's Priority Return pursuant to Section 5.1.A(2) hereof exceeds the cumulative amounts of Profits previously allocated to the General Partner pursuant to this Section 6.2.A(3); and (4) Thereafter, 99% to the General Partner and 1% to the Limited Partners in the aggregate and among the Limited Partners in proportion to their respective Percentage Interests.

Operating Profits. The term "Operating Profits", as used herein, shall mean Gross Sales minus (a) all operating expenses of the Restaurant, including, but not limited to, insurance premiums, lease payments payable to the City of Miami under the Master Lease and valet parking charges; (b) all allocations made for training, marketing, and promotional expenses; (c) common area maintenance charges for the indoor portion of the restaurant (i.e. kitchen, covered loading areas/passageways, and dining/bar area upon completion) and real estate taxes payable under any leases affecting the Restaurant; (d) the Base Management Fee; (e) maintenance and repair costs; and (f) the Replacement Reserve Fund (as defined in Section 5.03), but before any deduction for (1) depreciation, (2) amortization, (3) debt service payments (principal and interest), or (4) capital expenditures. The foregoing items (1) through (4) shall be the responsibility of Owner at Owner's sole cost and expense.

Operating Profits. Manager shall be responsible for collecting all Gross Revenues and fees billed to residents and for paying Facility Expenses as agreed in the Approved Budget. All Gross Revenues shall be the exclusive property of the Owner and all cash collections of Gross Revenues shall be deposited promptly and directly into the Operating Account. In addition to, and without limitation of, Manager’s obligations under this Section 5.1 (or elsewhere under this Agreement), Manager shall be required to: (a) invoice residents on not less than a monthly basis in a manner consistent with commercially reasonable practices in the senior living industry, (b) collect all Gross Revenues and fees billed to, or otherwise payable by, residents on a timely basis in a manner consistent with commercially reasonable practices in the senior living industry; and (c) use commercially reasonable efforts to pay Facility Expenses as and when due (subject, however, to Owner’s obligation under Section 11.3 below to ensure that the Operating Account has sufficient funds or overdraft (or other) capacity to meet all Facility Expenses).

Operating Profits. Manager shall collect all Gross Revenues and pay Facility Expenses as set forth in the Approved Budget. All Fees due to Manager under this Agreement will be paid to Manager directly from the Gross Revenues. Notwithstanding the foregoing, Manager shall not require Tenant’s consent for expenditures that deviate from the Approved Budget solely to the extent that (i) any expense actually incurred for any line item does not deviate from the amount provided for said line item in the Approved Budget by more than the lesser of 5% or three thousand and no/100 dollars ($3,000.00) and (ii) the aggregate amount of Facility Expenses actually incurred for a Fiscal Year does not deviate from the amount provided for the Facility Expenses in the Approved Budget by more than 5%. Subject to Article XI (Repairs and Maintenance), Manager shall not require Tenant’s consent for expenditures that deviate from the Approved Budget that are necessary to remedy or respond to an Emergency Requirement and obtaining such consent would materially impair Manager’s ability to respond to such Emergency Requirement by the terms of this Agreement and Emergency Requirements.