Prior to Payout Sample Clauses

Prior to Payout. Prior to Payout, the Sharing Ratio of TransCoastal shall be 40% and the sharing Ratio of Core shall be 60%
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Prior to Payout. (a) For each taxable year (or portion thereof) prior to Payout items of income, gain, loss and deduction of the Partnership shall be allocated to the Partners as follows: (i) If there is net income (i.e., if items of income and gain exceed items of deduction and loss) it shall be allocated to Class A Unit holders and the Class C Unit holders, in the ratio in which, and to the extent that, cumulative distributions of Preferred Return are made through the end of such taxable year; (ii) Next, net income, if any, shall be allocated to the Partners in the same ratio and to the same extent that cumulative net losses in excess of cumulative net income has been allocated pursuant to paragraph (iv) below; (iii) Thereafter, any remaining net income and credit shall be allocated to the Partners in accordance with their Percentage Interests (as defined below in clause (c)); (iv) If there is net loss (i.e., if items of deduction and loss exceed items of income and gain) it shall be allocated to the Partners (x) first, in the same ratio and to the same extent that cumulative net income in excess of cumulative net losses has been allocated pursuant to clauses (i), (ii) and (iii), above, and (y) thereafter, in accordance with their Capital Interests. (b) Until Payout occurs, distributions of cash shall be made as follows: (i) To the Class A Unit holders and the Class C Unit holders with respect to the Preferred Return, pro rata, based on the amounts of Preferred Return that have accrued but are unpaid; (ii) To the Partners in the amount of the product of (x) the maximum marginal corporate tax rate for the period in question, multiplied by (y) the amount of income and gain (in excess of deduction and loss) allocable to the Partners pursuant to Subsection 5.1(a)(iii); and (iii) To the Class A Unit holders and the Class C Unit holders in the ratio of their respective Unrecovered Capital amounts until their Unrecovered Capital is reduced to zero; provided, however, that distributions pursuant to this Clause (iii) shall not be made without consent of the recipient Partner if such distribution would cause the recognition of income for federal income tax purposes. Any such deferred distribution shall be made as of the last day of each succeeding taxable year to the extent that distribution as of such date will not give rise to the recognition of taxable income for such year. In the event a distribution is so deferred, the Partnership shall, upon the affected Partner's request, l...
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Prior to Payout. Prior to Payout, Unit Operator shall have full supervision and control of all matters pertaining to Unit Operations. It shall have full authority to decide and take such action it deems appropriate in achieving the overall unit objectives and approach. Accordingly, the voting provisions of Article 4 (Manner of Supervising Control) shall not be applicable (except to change or amend this Agreement) until Payout has been achieved. The only limitations upon same shall be the following, to-wit: (i) NGS shall have the right to make reasonable site visits to the Delhi ▇▇▇▇-▇▇▇▇▇▇ Unit with its employees, agents, or investors, after reasonable notice to Unit Operator, and at NGS’ sole cost, risk and expense, and this right shall not be unreasonably withheld; (ii) Unit Operator shall provide to NGS (1) on a monthly basis operating reports covering revenues, operating expenses, capital expenditures, production and injection volumes and product prices received; and (2) a quarterly statement (with all supporting documentation) identifying the status of Total Net Cash Flow amounts (as defined in the PSA) and Payout Statement for the Delhi ▇▇▇▇ ▇▇▇▇▇▇ Unit; and (3) a quarterly report including historical and prospective technical information relating to the Delhi ▇▇▇▇ ▇▇▇▇▇▇ Unit including, but not limited to injection and production data on a field and well basis, well logs, cores, tests and any other data necessary for NGS to perform its own technical analysis; and
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Related to Prior to Payout

  • No Material Change There has been no material adverse change in the business, operations, financial condition or assets of the Company since the date of the Company's most recent financial statements;

  • No Material Changes, Etc Since the Balance Sheet Date, there has occurred no material adverse change in the financial condition or assets or business of the Borrower as shown on or reflected in the balance sheet of the Borrower as of the Balance Sheet Date, or the statement of income for the fiscal year then ended, other than changes in the ordinary course of business that have not had any Material Adverse Effect either individually or in the aggregate.

  • Prior to a Change in Control Termination by Executive for Good Reason; Termination by the Company Other Than for Poor Performance, Cause or Disability. If, prior to a Change in Control and during the Executive’s Employment Period, the Company terminates Executive’s employment other than for Poor Performance, Cause or Disability, or Executive terminates employment for Good Reason within a period of 90 days after the occurrence of the event giving rise to Good Reason, then (and with respect to the payments and benefits described in clauses (ii) through (vii) below, only if Executive executes a Release in substantially the form of Exhibit A hereto (the “Release”)): (i) the Company will pay to Executive in a lump sum in cash within 30 days after the Date of Termination the sum of (A) Executive’s Base Salary through the Date of Termination to the extent not theretofore paid, and (B) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in clauses (A) and (B) will be hereinafter referred to as the “Accrued Obligations”); and (ii) for the longer of six months or until Executive becomes employed with a subsequent employer, but in no event to exceed the lesser of (A) 18 months from the Date of Termination or (B) the remaining term of Executive’s Employment Period (the “Normal Severance Period”), the Company will continue to pay Executive an amount equal to his monthly Base Salary, payable in equal monthly or more frequent installments as are customary under the Company’s payroll practices from time to time; provided, however, that the Company’s obligation to make or continue such payments will cease if Executive violates any of the Restrictive Covenants (as defined in Section 13(b) of this Agreement) and fails to remedy such violation to the satisfaction of the Board within 10 days of notice of such violation; and (iii) during the Normal Severance Period, if and to the extent Executive timely elects COBRA continuation coverage, the Company will pay for the full premium amount of such COBRA continuation coverage and will impute taxable income to the Executive equal to the full premium amount; provided, however that the Company’s obligation to provide such benefits will cease if Executive violates any of the Restrictive Covenants (as defined in Section 13(b) of this Agreement) and fails to remedy such violation to the satisfaction of the Board within 10 days of notice of such violation; provided further, that to the extent Executive continues COBRA continuation coverage beyond his Normal Severance Period, Executive will be responsible for paying the full cost of the COBRA continuation coverage in accordance with the procedures of the Company generally applicable to all qualified beneficiaries receiving COBRA continuation coverage; and (iv) not later than 30 days after the Date of Termination, Executive will be paid a bonus for the year in which the Date of Termination occurs in a lump sum cash amount equal to 100% of his Bonus Opportunity (prorated through the Date of Termination) adjusted up or down by reference to his year-to-date performance at the Date of Termination in relation to the prior established performance objectives under Executive’s bonus plan for such year; provided, however that the bonus payment described in this Section 8(b)(iv) will be reduced by the amount (if any) of the Bonus Opportunity that Executive had previously elected to receive in the form of restricted stock of the Company; and (v) all grants of restricted stock, restricted stock units and similar Company stock-based awards (“Restricted Stock”) held by Executive as of the Date of Termination will become immediately vested as of the Date of Termination; and (vi) all of Executive’s options to acquire Common Stock of the Company, stock appreciation rights in Common Stock of the Company and similar Company stock-based awards (“Options”) that would have become vested (by lapse of time) within the 24-month period following the Date of Termination had Executive remained employed during such period will become immediately vested as of the Date of Termination; and (vii) notwithstanding the provisions of the applicable Option agreement, all of Executive’s vested but unexercised Options as of the Date of Termination (including those with accelerated vesting pursuant to Section 8(b)(vi) above) will remain exercisable through the earlier of (A) the original expiration date of the Option, or (B) the 90th day following the end of the Normal Severance Period; and (viii) to the extent not theretofore paid or provided, the Company will timely pay or provide to Executive his Other Benefits.

  • No Material Changes Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

  • QUANTITY CHANGES PRIOR TO AWARD The Commissioner reserves the right, at any time prior to the award of a specific quantity Contract, to alter in good faith the quantities listed in the Bid Specifications. In the event such right is exercised, the lowest responsible Bidder meeting Bid Specifications will be advised of the revised quantities and afforded an opportunity to extend or reduce its Bid price in relation to the changed quantities. Refusal by the low Bidder to so extend or reduce its Bid price may result in the rejection of its Bid and the award of such Contract to the lowest responsible Bidder who accepts the revised qualifications.