Requirement and Characterization of Distributions. (a) The General Partner shall distribute quarterly an amount equal to 100% of Available Cash generated by the Partnership during such quarter to the Partners who are Partners on the Partnership Record Date with respect to such quarter as follows (and for this purpose, the holders of Class A Units shall be treated as if they were Original Limited Partners): (i) First, one hundred percent (100%) to the Original Limited Partners, pro rata based on the number of Original Limited Partnership Units held by each such Partner on the applicable Partnership Record Date, until each has received an amount equal to the Priority Distribution Amount for the quarter for each such Unit; (ii) Next, if any Original Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero; (iii) Next, if any Original Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero; (iv) Next, one hundred percent (100%) to the Additional Limited Partners, pro rata based on the relative amounts of their Priority Distribution Amounts, until each has received an amount equal to the Priority Distribution Amount for the quarter for each Unit held by such Additional Limited Partner on the applicable Partnership Record Date; (v) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero; (vi) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero; and (vii) Thereafter, to the General Partner and any other holders of Class B Units, pro rata in accordance with the relative number of Class B Units held by each. (b) The General Partner shall distribute Capital Transaction Proceeds received by the Partnership within 30 days after the date of such Capital Transaction, provided that the General Partner has given the Limited -------- Partners 20 days' prior written notice of the date for any such distribution (the "Capital Transaction Record Date"), as follows (and for ------------------------------- this purpose, the holders of Class A Units shall be treated as if they were Original Limited Partners): (i) First, if any Original Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero; (ii) Next, if any Original Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero; (iii) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero; (iv) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero; and (v) Thereafter, to the General Partner and any other holders of Class B Units, pro rata in accordance with the relative number of Class B Units held by each.
Appears in 1 contract
Sources: Amendment No. 1 to Second Amended and Restated Agreement of Limited Partnership (Regency Centers Lp)
Requirement and Characterization of Distributions. (a) The General Partner shall distribute at least quarterly an amount equal to 100% of Available Cash generated by the Partnership during such quarter or shorter period to the Partners who are Partners on the Partnership Record Date with respect to such quarter as follows (and for this purpose, the holders of Class A Units shall be treated as if they were Original Limited Partners):
or shorter period (i) First, one hundred percent (100%) to the Original Limited Partners, pro rata based on the number of Original Limited Partnership Units held by each such Partner on the applicable Partnership Record Date, until each has received an amount equal to the Priority Distribution Amount for the quarter for each such Unit;
(ii) Next, if any Original Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(iii) Next, if any Original Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero;
(iv) Next, one hundred percent (100%) to the Additional Limited Partners, pro rata based on the relative amounts of their Priority Distribution Amounts, until each has received an amount equal to the Priority Distribution Amount for the quarter for each Unit held by such Additional Limited Partner on the applicable Partnership Record Date;
(v) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(vi) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero; and
(vii) Thereafterfirst, to the General Partner and any other holders the Gables Trust (in proportion to the number of Class B UnitsSeries A Preferred Units owned by each) an amount that in the aggregate equals the aggregate amount of the dividends declared and payable with respect to the Gables Trust Series A Preferred Shares for such quarter or shorter period; and (ii) second, pro rata to the Partners in accordance with their respective Percentage Interests on such Partnership Record Date; provided that in no event may a Partner receive a distribution of Available Cash with respect to a Partnership Unit if such Partner is entitled to receive a distribution out of such Available Cash with respect to a REIT Share for which such Partnership Unit has been redeemed or exchanged, and further provided that no distributions shall be made pursuant to clause (ii) above unless all cumulative dividends with respect to the relative number Gables Trust Series A Preferred Shares for all past dividend periods and the then current dividend period have been or contemporaneously are (x) declared and paid in full or (y) declared and a sum sufficient for the full payment thereof is set apart for such payment. The General Partner shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the Gables Trust's qualification as a REIT, to distribute Available Cash to the Limited Partners so as to preclude any such distribution or portion thereof from being treated as part of Class B Units held a sale of property to the Partnership by eacha Limited Partner under Section 707 of the Code or the Regulations thereunder; provided that the General Partner and the Partnership shall not have liability to a Limited Partner under any circumstances as a result of any distribution to a Limited Partner being so treated.
(b) The General Partner shall distribute Capital Transaction Proceeds received by Notwithstanding anything to the contrary above, the Partnership within 30 days after shall cause to be distributed to the date of such Capital Transaction, provided that Gables Trust and the General Partner has given (in proportion to the Limited -------- Partners 20 days' prior written notice number of Series A Preferred Units owned by each) an amount that in the date aggregate is equal to the aggregate amount necessary to redeem any Gables Trust Series A Preferred Shares which have been called for redemption by the Gables Trust, at such time as is necessary to facilitate any such redemption. Such distribution (the "Capital Transaction Record Date"), as follows (and for ------------------------------- this purpose, the holders will cause a redemption of Class A Units shall be treated as if they were Original Limited Partners):
(i) First, if any Original Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(ii) Next, if any Original Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero;
(iii) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(iv) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero; and
(v) Thereafter, to the General Partner and any other holders of Class B Units, pro rata in accordance with the relative like number of Class B Units held by eachSeries A Preferred Units.
Appears in 1 contract
Sources: Limited Partnership Agreement (Gables Realty Limited Partnership)
Requirement and Characterization of Distributions. (a) The General Partner shall distribute quarterly an amount equal to 100% of Available Cash generated by the Partnership during such quarter to the Partners who are Partners on the Partnership Record Date with respect to such quarter as follows (and for this purpose, the holders of Class A Units shall be treated as if they were Original Limited Partners):
(i) First, one hundred percent (100%) to the Original Limited Partners, pro rata based on the number of Original Limited Partnership Units held by each such Partner on the applicable Partnership Record Date, until each has received an amount equal to the Priority Distribution Amount for the quarter for each such Unit;
(ii) Next, if any Original Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(iii) Next, if any Original Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero;
(iv) Next, one hundred percent (100%) to the Additional Limited Partners, pro rata based on the relative amounts of their Priority Distribution Amounts, until each has received an amount equal to the Priority Distribution Amount for the quarter for each Unit held by such Additional Limited Partner on the applicable Partnership Record Date;
(v) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(vi) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero; and
(viiiv) Thereafter, to the General Partner and any other holders of Class B Units, pro rata in accordance with the relative number of Class B Units held by each.
(b) The General Partner shall distribute Capital Transaction Proceeds received by the Partnership within 30 days after the date of such Capital Transaction, provided that the General Partner has given the Limited -------- Partners 20 days' prior written notice of the date for any such distribution (the "Capital Transaction Record Date")distribution, as follows (and for ------------------------------- this purpose, the holders of Class A Units shall be treated as if they were Original Limited Partners):
(i) First, if any Original Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(ii) Next, if any Original Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero;
(iii) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(iv) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero; and
(viii) Thereafter, to the General Partner and any other holders of Class B Units, pro rata in accordance with the relative number of Class B Units held by each.
Appears in 1 contract
Sources: Limited Partnership Agreement (Regency Realty Corp)
Requirement and Characterization of Distributions. (a) The Subject to Sections 5.3, 5.4 and 5.5 hereof, the General Partner shall distribute to the Common and Preferred Unitholders who are Partners as of the Partnership Record Date at least quarterly an amount equal to one hundred percent (100% %) of Available Cash generated by the Partnership during such quarter the last full calendar quarter, or, if applicable, the relevant shorter period (including, (1) the period from the day after Effective Date to the Partners end of the first calendar quarter ending after the Effective Date, and (2) the period from the beginning of the calendar quarter in which commencement of the dissolution and liquidation of the Partnership occurs through the date of such commencement) on the Partnership Payment Date as follows:
A. first, to the Class A Preferred Unitholders who are Partners on the Partnership Record Date with respect to such quarter as follows (and for this purposedistribution, pro rata among them in proportion to the holders of Cumulative Unpaid Class A Units shall be treated as Preferred Return Amount, if they were Original Limited Partners):any, of each such Class A Preferred Unitholder until the Cumulative Unpaid Class A Preferred Return Amount of each Class A Preferred Unitholder is reduced to zero;
B. second, to the Class A Preferred Unitholders who are Partners on the Partnership Record Date with respect to such distribution, pro rata among them in proportion to the Class A Preferred Return Amount, if any, of each such Class A Preferred Unitholder, until each such Class A Preferred Unitholder has received an amount equal to the Class A Preferred Return Amount with respect to such distribution;
C. third, to the Common Unitholders (iother than the General Partner, Parent or any of their respective Subsidiaries or Affiliates or any Parent Transferee) Firstwho are Partners on the Partnership Record Date with respect to such distribution, pro rata among them in proportion to the Cumulative Unpaid Common Distribution Amount, if any, of each such Common Unitholder until the Cumulative Unpaid Common Distribution Amount of each such Common Unitholder is reduced to zero;
D. fourth, to the Common Unitholders (other than the General Partner, Parent or any of their respective Subsidiaries or Affiliates or any Parent Transferee) who are Partners on the Partnership Record Date with respect to such distribution, pro rata among them in proportion to the Common Distribution Amount, if any, of each such Common Unitholder, until each such Common Unitholder has received an amount equal to the Common Distribution Amount with respect to such distribution; and
E. thereafter and without limitation, one hundred percent (100%) to the Original Limited PartnersGeneral Partner, Parent and their respective Subsidiaries and Affiliates or any Parent Transferee (and any permitted transferee under Section 11.3 hereof) pro rata based on in proportion to the number of Original Limited Partnership Common Units held by each the General Partner, Parent and their respective Subsidiaries and Affiliates or any Parent Transferee (and any permitted transferee under Section 11.3 hereof). Notwithstanding the foregoing, in no event may a Partner receive a distribution of Available Cash with respect to a Common Unit or Class A Preferred Unit if and to the extent that such Partner on Common Unit or Class A Preferred Unit has been redeemed or exchanged prior to the applicable Partnership Record Date, until each has received an amount equal to the Priority Distribution Amount Date for the quarter for each such Unit;
(ii) Nextsame period. In addition, if any Original Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(iii) Next, if any Original Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero;
(iv) Next, one hundred percent (100%) to the Additional Limited Partners, pro rata based on the relative amounts of their Priority Distribution Amounts, until each has received an amount equal to the Priority Distribution Amount for the quarter for each Unit held by such Additional Limited Partner on the applicable Partnership Record Date;
(v) Nextavoidance of doubt, if any Additional Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(vi) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero; and
(vii) Thereafter, to the General Partner and any other holders of Class B Units, pro rata in accordance with the relative number of Class B Units held by each.
(b) The General no Partner shall distribute Capital Transaction Proceeds receive a distribution with respect to a Common Unit or a Class A Preferred Unit and a dividend with respect to a REIT Share received by the Partnership within 30 days after the date upon redemption of such Capital Transaction, provided that the General Partner has given the Limited -------- Partners 20 days' prior written notice of the date for any such distribution (the "Capital Transaction Record Date"), as follows (and for ------------------------------- this purpose, the holders of Common Unit or Class A Units shall be treated as if they were Original Limited Partners):
(i) First, if any Original Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on Preferred Unit for the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(ii) Next, if any Original Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero;
(iii) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(iv) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero; and
(v) Thereafter, to the General Partner and any other holders of Class B Units, pro rata in accordance with the relative number of Class B Units held by eachsame quarter.
Appears in 1 contract
Requirement and Characterization of Distributions. (a) The Managing General Partner shall cause the Partnership to distribute quarterly an amount equal to 100% of Available Cash generated by the Partnership during such quarter to the Partners who are Partners on the Partnership Record Date with respect to such quarter as follows (and for this purpose, in the holders following order of Class A Units shall be treated as if they were Original Limited Partners):priority:
(i) First, one hundred percent (100%) to the Original Limited Partners, pro rata based on holders of the number of Original Limited Preferred Partnership Units held by each in such Partner on the applicable Partnership Record Date, until each has received an amount equal to the Priority Distribution Amount as is required for the quarter for each Partnership to pay all distributions with respect to such Unit;Preferred Partnership Units due or payable in accordance with the instruments designating such Preferred Partnership Units through the last day of such quarter; such distributions shall be made to such Partners in such order of priority and with such preferences as have been established with respect to such Preferred Partnership Units as of the last day of such calendar quarter; and then
(ii) NextSecond, if to the Class B Common Limited Partners who are, and to any Original former Class B Common Limited Partners who were, Partners on the Partnership Record Date with respect to such fiscal quarter in accordance with their respective Percentage Interests on such Partnership Record Date until the Class B Common Limited Partners have a positive Cumulative received an amount pursuant to this clause equal to the sum of (A) the Class B Common Distribution in respect of such fiscal quarter and (B) the balance in the Unpaid Accrued Return Common Distribution Account; provided, one hundred percent (100%however, that the allocation between the Class B Common Limited Partners of amounts relating to the Unpaid Common Distribution Account shall take into account the effect of any distribution pursuant to Section 6.1(b) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;hereof; and
(iii) Next, if any Original Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero;
(iv) Next, one hundred percent (100%) to the Additional Limited Partners, pro rata based on the relative amounts of their Priority Distribution Amounts, until each has received an amount equal to the Priority Distribution Amount for the quarter for each Unit held by such Additional Limited Partner on the applicable Partnership Record Date;
(v) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(vi) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero; and
(vii) Thereafter, 1% to the General Partner and any other holders of 99% to the Class B Units, pro rata A Limited Partners in accordance with the relative number of Class B Units held by eachtheir respective Percentage Interests.
(b) The Following the receipt of a written notice of an intention to exchange Class B Common Units pursuant to the terms of Section 5.5 hereof, the Managing General Partner shall distribute Capital Transaction Proceeds received by cause the Partnership within 30 days after to distribute, immediately prior to the date consummation of such Capital Transactionexchange, to any Limited Partner whose Partnership Interest is being exchanged an amount of Available Cash at such time equal to the balance, if any, of the Unpaid Common Distribution Account corresponding to the Class B Common Units.
(c) The Managing General Partner shall have the power to determine any alternative minimum tax, adjustments and tax preference items in such manner and in such amounts as the Managing General Partner may determine in the Managing General Partner's discretion.
(d) In no event may a Partner receive a distribution of Available Cash with respect to a Partnership Unit if such Partner is entitled to receive a distribution out of such Available Cash with respect to a share of Common Stock for which such Partnership Unit has been redeemed or exchanged. The Managing General Partner shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the Company's qualification as a REIT, to distribute Available Cash to the Limited Partners so as to preclude any such distribution or portion thereof from being treated as part of a sale of property to the Partnership by a Limited Partner under Section 707 of the Code or the Regulations thereunder; provided that the Company, the Managing General Partner and the Partnership shall not have liability to a Limited Partner under any circumstances as a result of any distribution to a Limited Partner being so treated.
(e) Notwithstanding anything to the contrary contained herein, in no event shall any Partner receive a distribution of Available Cash with respect to any Class B Common Unit with respect to any quarter until such time as the Partnership has given the Limited -------- Partners 20 days' prior written notice of the date for any such distribution (the "Capital Transaction Record Date"), as follows (and for ------------------------------- this purpose, distributed to the holders of Class A the Preferred Partnership Units shall be treated as if they were Original Limited Partners):
(i) First, if any Original Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) an amount sufficient to pay all distributions payable with respect to such Original Limited PartnersPreferred Partnership Units through the last day of such quarter, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(ii) Next, if any Original Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero;
(iii) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(iv) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero; and
(v) Thereafter, to the General Partner and any other holders of Class B Units, pro rata in accordance with the relative number of Class B Units held by eachinstruments designating such Preferred Partnership Units.
Appears in 1 contract
Sources: Limited Partnership Agreement (U S Restaurant Properties Inc)
Requirement and Characterization of Distributions. (a) The Subject to Section 5.1(c), the General Partner shall distribute quarterly an amount equal to 100% of Available Cash generated by the Partnership during such quarter to the Partners who are Partners on the Partnership Record Date with respect to such quarter as follows (and for this purpose, the holders of Class A Units shall be treated as if they were Original Limited Partners):follows:
(i) First, one hundred percent (100%) to the Original Limited Partners, pro rata based on the number of Original Limited Partnership Units held by each such Partner on the applicable Partnership Record Date, until each has received an amount equal to the Priority Distribution Amount for the quarter for each such Unit;
(ii) Next, if any Original Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(iii) Next, if any Original Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero;
(iv) Next, one hundred percent (100%) to the Additional Limited Partners, pro rata based on the relative amounts of their Priority Distribution Amounts, until each has received an amount equal to the Priority Distribution Amount for the quarter for each Unit held by such Additional Limited Partner on the applicable Partnership Record Date;
(v) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(vi) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero; and
(vii) Thereafter, to the General Partner and any other holders of Class B Units, pro rata in accordance with the relative number of Class B Units held by each.
(b) The Subject to Section 5.1(c), the General Partner shall distribute Capital Transaction Proceeds received by the Partnership within 30 days after the date of such Capital Transaction, provided that the General Partner has given the Limited -------- Partners 20 days' prior written notice of the date for any such distribution (the "Capital Transaction Record Date"), as follows (and for ------------------------------- this purpose, the holders of Class A Units shall be treated as if they were Original Limited Partners):follows:
(i) First, if any Original Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(ii) Next, if any Original Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero;
(iii) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(iv) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero; and
(v) Thereafter, to the General Partner and any other holders of Class B Units, pro rata in accordance with the relative number of Class B Units held by each.
(c) Anything herein to the contrary notwithstanding, no Available Cash or Capital Transaction Proceeds shall be distributed pursuant to Section 5.1(a), Section 5.1(b) or any other provision of this Article 5 unless all distributions accumulated on all Series A Preferred Units pursuant to Section 4.5 have been paid in full and unless all distributions accumulated on any other outstanding Preferred Units have been paid in full.
Appears in 1 contract
Sources: Limited Partnership Agreement (Regency Realty Corp)
Requirement and Characterization of Distributions. (a) The General Partner shall cause the Partnership to distribute quarterly within 60 days after the end of each Fiscal Quarter an amount equal to 100% of the Available Cash generated by of the Partnership during such quarter in the following order of priority:
(i) first, to the Class B Preferred Limited Partners who are are, and to any former Class B Preferred Limited Partners who were, Partners on the Partnership Preferred Record Date with respect to such quarter as follows (and for this purpose, Fiscal Quarter in accordance with their respective Percentage Interests on such Partnership Preferred Record Date until the holders of Class A Units shall be treated as if they were Original B Preferred Limited Partners):
(i) First, one hundred percent (100%) to the Original Limited Partners, pro rata based on the number of Original Limited Partnership Units held by each such Partner on the applicable Partnership Record Date, until each has Partners have received an amount pursuant to this clause equal to the Priority sum of (A) the Class B Preferred Distribution Amount for in respect of such Fiscal Quarter and (B) the quarter for each such Unit;balance in the Unpaid Preferred Distribution Account; provided, however, that the allocation between the Class B Preferred Limited Partners of amounts relating to the Unpaid Preferred Distribution Account shall take into account the effect of any distribution pursuant to Section 5.1(b) hereof; and
(ii) Nextsecond, if to the Class B Common Limited Partners who are, and to any Original former Class B Common Limited Partners who were, Partners on the Partnership Common Record Date with respect to such Fiscal Quarter in accordance with their respective Percentage Interests on such Partnership Common Record Date until the Class B Common Limited Partners have a positive Cumulative received an amount pursuant to this clause equal to the sum of (A) the Class B Common Distribution in respect of such Fiscal Quarter and (B) the balance in the Unpaid Accrued Return Common Distribution Account; provided, one hundred percent (100%however, that the allocation between the Class B Common Limited Partners of amounts relating to the Unpaid Common Distribution Account shall take into account the effect of any distribution pursuant to Section 5.1(b) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;hereof; and
(iii) Nextthereafter, if any Original Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero;
(iv) Next, one hundred percent (100%) to the Additional Limited Partners, pro rata based on the relative amounts of their Priority Distribution Amounts, until each has received an amount equal to the Priority Distribution Amount for the quarter for each Unit held by such Additional Limited Partner on the applicable Partnership Record Date;
(v) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(vi) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero; and
(vii) Thereafter, 1% to the General Partner and any other holders of 99% to the Class B Units, pro rata A Limited Partners in accordance with the relative number of Class B Units held by eachtheir respective Percentage Interests.
(b) The Following the receipt of a written notice of an intention to exchange Class B Common Units or Class B Preferred Units pursuant to the terms of Article 11 hereof, the General Partner shall distribute Capital Transaction Proceeds received cause the Partnership to distribute, immediately prior to the consummation of such exchange, to any Limited Partner whose Partnership Interest is being exchanged an amount of Available Cash at such time equal to the balance, if any, of the Unpaid Common Distribution Account or the Unpaid Preferred Distribution Account corresponding to the Class B Common Units or Class B Preferred Units being exchanged.
(c) Subject to the Approval of the Special Committee, the General Partner shall have the power to determine any alternative minimum tax, adjustments and tax preference items in such manner and in such amounts as the General Partner may determine in the General Partner's discretion.
(d) If, pursuant to (i) any provision of the Code or the Regulations or (ii) any comparable state law, the Partnership is required to withhold any tax with respect to a Partner's distributive share of partnership income, gain, loss, deduction or credit, the Partnership shall withhold the required amount and pay the same over to the taxing authorities as required by the Code, the Regulations or state law. The amount withheld will be deducted from the amount that would otherwise be distributed to that Partner, but will be treated as though it had been distributed to the Partner with respect to which the Partnership is required to withhold. If at any time the amount required to be withheld by the Partnership exceeds the amount of money that would otherwise be distributed to the Partner with respect to which the withholding requirement applies on the following Partnership Common Record Date and Partnership Preferred Record Date (the "Excess Withholding Amount"), then the Partnership shall provide notice and a brief explanation to such Partner of the Excess Withholding Amount and if such amount is not paid within 30 days after from the date of such Capital Transaction, provided that notice the General Excess Withholding Amount shall be considered a loan from the Partnership to such Partner. Such loan shall bear interest at the Prime Rate plus 8% until discharged by such Partner has given by repayment. Any amounts otherwise distributable to such Partner on each Partnership Record Date following the Limited -------- Partners 20 days' prior written notice of Record Dates referred to in determining the date for any such distribution (the "Capital Transaction Record Date"), as follows (and for ------------------------------- this purpose, the holders of Class A Units shall Excess Withholding Amount will be treated as if they were Original Limited Partners):
(i) First, if any Original Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to repayment of such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(ii) Next, if any Original Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero;
(iii) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(iv) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero; and
(v) Thereafter, to the General Partner and any other holders of Class B Units, pro rata in accordance with the relative number of Class B Units held by eachloan.
Appears in 1 contract
Sources: Limited Partnership Agreement (Walden Residential Properties Inc)
Requirement and Characterization of Distributions. (a) The A. Except as otherwise provided in Section 5.01.B, the General Partner shall distribute on approximately a quarterly an amount equal to 100% of Available Cash generated by the Partnership during such quarter basis to the Partners General Partner and to holders of Restricted Common Units and Common Unitholders who are Partners on the Partnership Record Date therefore in accordance with respect to their respective Percentage Interests on such quarter as follows (and for this purpose, the holders of Class A Units shall be treated as if they were Original Limited Partners):
(i) First, one hundred percent (100%) to the Original Limited Partners, pro rata based on the number of Original Limited Partnership Units held by each such Partner on the applicable Partnership Record Date, until such amount of the net income (determined in accordance with GAAP) of the Partnership or amounts in excess of such net income, as the Board of Directors of the Partnership shall determine. Unless otherwise expressly provided for herein or in an agreement at the time a new class of Partnership Interests is created in accordance with Article IV hereof, no Partnership Interest shall be entitled to a distribution in preference to any other Partnership Interest.
B. Notwithstanding the provisions of Section 5.01.A above or any other provision of this Agreement, if for any period with respect to which a distribution is to be made (a “Distribution Period”), a “Newly Issued Unit” (as such term is defined below) is outstanding on the Partnership Record Date for such Distribution Period, there shall not be distributed in respect of such Newly Issued Unit the amount (the “Full Distribution Amount”) that would otherwise be distributed in respect of such Unit in accordance with Section 5.01.A. Rather, the General Partner shall cause to be distributed with respect to each has received such Newly Issued Unit an amount equal to the Priority Full Distribution Amount for multiplied by a fraction, the quarter for each numerator of which equals the number of days such Unit;
Newly Issued Unit has been outstanding during the Distribution Period and the denominator of which equals the total number of days in such Distribution Period. Any net income (ii) Next, if any Original Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(iii) Next, if any Original Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero;
(iv) Next, one hundred percent (100%) to the Additional Limited Partners, pro rata based on the relative amounts of their Priority Distribution Amounts, until each has received an amount equal to the Priority Distribution Amount for the quarter for each Unit held by such Additional Limited Partner on the applicable Partnership Record Date;
(v) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(vi) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero; and
(vii) Thereafter, to the General Partner and any other holders of Class B Units, pro rata determined in accordance with the relative number of Class B Units held by each.
(bGAAP) The General Partner shall distribute Capital Transaction Proceeds received by the Partnership within 30 days after the date of such Capital Transaction, provided that the General Partner has given the Limited -------- Partners 20 days' prior written notice of the date for any such distribution (the "Capital Transaction Record Date"), as follows (and for ------------------------------- this purpose, not distributed to the holders of Class A Units by operation of this Section 5.01.B shall be treated as if they were Original Limited Partners):
retained by the Partnership. The Board of Directors may, in its sole discretion, with respect to any distribution, waive the application of this Section 5.01.B such that a Newly Issued Unit shall receive the Full Distribution Amount (ior any greater amount than would otherwise be received under this Section 5.01.B but not in excess of the Full Distribution Amount). For purposes of this Section 5.01.B, the term “Newly Issued Unit” shall mean, with respect to any Distribution Period, a Common Unit issued during such Distribution Period, except that the term “Newly Issued Unit” shall not include (unless otherwise provided by the Board of Directors) First, if any Original Limited Partners have Common Units issued in connection with a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Original Limited Partners, pro rata based split on or unit dividend of the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(ii) Next, if any Original Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero;
(iii) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(iv) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero; and
(v) Thereafter, to the General Partner and any other holders of Class B Common Units, pro rata in accordance with the relative number of Class B Units held by each.
Appears in 1 contract
Sources: Limited Partnership Agreement (Highland Financial Partners, L.P.)
Requirement and Characterization of Distributions. (a) The General Partner shall distribute quarterly an amount equal to 100% of Available Cash generated by the Partnership during such quarter to the Partners who are Partners on the Partnership Record Date with respect to such quarter as follows (and for this purpose, the holders of Class A Units shall be treated as if they were Original Limited Partners):
(i) First, one hundred percent (100%) to the Original Limited Partners, pro rata based on the number of Original Limited Partnership Units held by each such Partner on the applicable Partnership Record Date, until each has received an amount equal to the Priority Distribution Amount for the quarter for each such Unit;
(ii) Next, if any Original Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(iii) Next, if any Original Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero;
(iv) Next, one hundred percent (100%) to the Additional Limited Partners, pro rata based on the relative amounts of their Priority Distribution Amounts, until each has received an amount equal to the Priority Distribution Amount for the quarter for each Unit held by such Additional Limited Partner on the applicable Partnership Record Date;
(v) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(vi) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero; and
(vii) Thereafter, to the General Partner and any other holders of Class B Units, pro rata in accordance with the relative number of Class B Units held by each.
(b) The General Partner shall distribute Capital Transaction Proceeds received by the Partnership within 30 days after the date of such Capital Transaction, provided that the General Partner has given the Limited -------- Partners 20 days' prior written notice of the date for any such distribution (the "Capital Transaction Record Date"), as follows (and for ------------------------------- this purpose, the holders of Class A Units shall be treated as if they were Original Limited Partners):
(i) First, if any Original Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(ii) Next, if any Original Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero;
(iii) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(iv) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero; and
(v) Thereafter, to the General Partner and any other holders of Class B Units, pro rata in accordance with the relative number of Class B Units held by each.
Appears in 1 contract
Sources: Limited Partnership Agreement (Regency Realty Corp)
Requirement and Characterization of Distributions. A. Subject to Section 5.6, on or before ninety (a90) The days after the end of each calendar quarter the General Partner shall distribute quarterly to the Partners who are partners on the Partnership Record Date for such calendar quarter an amount equal to 100% of the Available Cash generated by for such calendar quarter in the Partnership during such quarter to the Partners who are Partners on the Partnership Record Date with respect to such quarter as follows (and for this purpose, the holders following order of Class A Units shall be treated as if they were Original Limited Partners):priority:
(i1) First, one hundred percent (100%) to the Original Limited Partners, Partners pro rata based in accordance with their respective Limited Partner Percentage Interests, until such time as the distribution made pursuant to this Section 5.1A(1) on the number account of Original each Limited Partnership Units Unit held by each such a Limited Partner for the calendar quarter in which the distributions are made equals the cash dividend paid to the common shareholders of the General Partner on account of one share of common stock of the applicable Partnership Record Date, until each has received an amount equal to the Priority Distribution Amount General Partner for the quarter for each such Unitcalendar quarter;
(ii2) NextSecond, if any Original there then exists a Current Year Deficit, to the Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on in accordance with their respective Limited Partner Percentage Interests until such time as the relative amounts of their Cumulative Unpaid Accrued Return Accountsdistribution made pursuant to this Section 5.1A(2) eliminates the Current Year Deficit; provided, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(iii) Nexthowever, that if any Original Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) Available Cash is not sufficient to such Original Limited Partners, pro rata based on eliminate the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero;
(iv) Next, one hundred percent (100%) to the Additional Limited Partners, pro rata based on the relative amounts of their Priority Distribution Amounts, until each has received an amount equal to the Priority Distribution Amount Current Year Deficit for the quarter for each Unit held by such Additional Limited Partner calendar year on account of which the applicable Partnership Record Date;
(v) Nextdistributions are made, if any Additional Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) remaining Current Year Deficit shall not be carried forward and shall be disregarded in determining distributions to such Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(vi) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) be made pursuant to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zerothis Section 5.1A in subsequent quarters; and
(vii3) Thereafter, to the General Partner and any other holders of Class B Units, pro rata in accordance with the relative number of Class B Units held by eachPartner.
(b) The General Partner B. Distributions made pursuant to this Section 5.1 shall distribute Capital Transaction Proceeds received by be made in the foregoing order of priority, with all Available Cash being distributed at the highest level of priority until that level of priority is completely satisfied before any Available Cash is distributed at a lower level of priority, and distributions at a lower level of priority not being made or being only partially made if Available Cash is insufficient therefor.
C. Anything contained herein to the contrary notwithstanding, the quarterly distribution of Available Cash made on account of each Limited Partnership within 30 days after Unit for the date calendar quarter which contains the Effective Date shall not exceed the dividend paid to common shareholders of such Capital Transaction, provided that the General Partner has given the Limited -------- Partners 20 days' prior written notice on account of the date for any such distribution (the "Capital Transaction Record Date"), as follows (and for ------------------------------- this purpose, the holders a share of Class A Units shall be treated as if they were Original Limited Partners):
(i) First, if any Original Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts common stock of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(ii) Next, if any Original Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero;
(iii) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(iv) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero; and
(v) Thereafter, to the General Partner and any other holders of Class B Unitsfor the calendar quarter which contains the Effective Date, pro rata in accordance with the relative number of Class B Units held by each.multiplied by
Appears in 1 contract
Sources: Limited Partnership Agreement (Pacific Gulf Properties Inc)
Requirement and Characterization of Distributions. Distributions in respect of the Units shall be made to the Members only when, as and if declared by the Manager, and the Manager shall be under no obligation at any time to declare, make or set aside any such distributions. Except as otherwise provided in this Agreement, if and to the extent that the Manager determines to make distributions to the Members in respect of the Units, the Company shall (to the extent permitted by law, including without limitation, Section 18-607 of the Act) make distributions to the Members as follows:
(a) The General Partner shall distribute quarterly an amount equal to 100% If such distribution is being made other than upon the dissolution and liquidation of Available Cash generated by the Partnership during such quarter to Company, in accordance with the Partners who are Partners on the Partnership Record Date with respect to such quarter as follows (and for this purpose, the holders of Class A Units shall be treated as if they were Original Limited Partners):following priorities:
(i) Firstfirst, one hundred percent in respect of each Preferred Unit then outstanding, the accrued but undistributed Preferred Return thereon, until payment in full of such amount; provided, however, that if the distributable amount shall be insufficient to permit the distribution on the Preferred Units of the full amount of accrued but undistributed Preferred Return on such Units, then the entire amount of such distribution shall be made among the Preferred Units in proportion to their respective accrued and unpaid Preferred Return; and
(100%ii) to second, after payment in respect of the Original Limited PartnersPreferred Units then outstanding of the amounts as set forth under clause (i) above, then pro rata based in respect of all Common Units then outstanding.
(b) If such distribution is being made upon the dissolution and liquidation of the Company, in accordance with the following priorities:
(i) first, in respect of each Preferred Unit then outstanding, the accrued but undistributed Preferred Return thereon, until payment in full of such amount; provided, however, that if the distributable amount shall be insufficient to permit the distribution on the number Preferred Units of Original Limited Partnership the full amount of accrued but undistributed Preferred Return on such Preferred Units, then the entire amount of such distribution shall be made among the Preferred Units held by each such Partner on the applicable Partnership Record Date, until each has received an amount equal in proportion to the Priority Distribution Amount for the quarter for each such Unittheir respective accrued and unpaid Preferred Return;
(ii) Nextsecond, in respect of each Preferred Unit then outstanding, the Preferred Liquidation Preference thereon, until payment in full of such amount; provided, however, that if any Original Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) the distributable amount shall be insufficient to such Original Limited Partners, pro rata based permit the distribution on the relative amounts Preferred Units of the full amount of Preferred Liquidation Preference on such Preferred Units, then the entire amount of such distribution shall be made among the Preferred Units in proportion to their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;respective Preferred Liquidation Preference; and
(iii) Nextthird, if any Original Limited Partners have a positive Cumulative Unpaid Priority Distribution Accountafter payment in respect of the Preferred Units then outstanding of the amounts as set forth under clauses (i) and (ii) above, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero;
(iv) Next, one hundred percent (100%) to the Additional Limited Partners, pro rata based on the relative amounts of their Priority Distribution Amounts, until each has received an amount equal to the Priority Distribution Amount for the quarter for each Unit held by such Additional Limited Partner on the applicable Partnership Record Date;
(v) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(vi) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero; and
(vii) Thereafter, to the General Partner and any other holders of Class B Units, then pro rata in accordance with the relative number respect of Class B all Common Units held by eachthen outstanding.
(b) The General Partner shall distribute Capital Transaction Proceeds received by the Partnership within 30 days after the date of such Capital Transaction, provided that the General Partner has given the Limited -------- Partners 20 days' prior written notice of the date for any such distribution (the "Capital Transaction Record Date"), as follows (and for ------------------------------- this purpose, the holders of Class A Units shall be treated as if they were Original Limited Partners):
(i) First, if any Original Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(ii) Next, if any Original Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero;
(iii) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(iv) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero; and
(v) Thereafter, to the General Partner and any other holders of Class B Units, pro rata in accordance with the relative number of Class B Units held by each.
Appears in 1 contract
Sources: Limited Liability Company Agreement (L Brands Service Company, LLC)
Requirement and Characterization of Distributions. (a) The A. Except as otherwise provided in Section 5.01.B. and subject to the Act and applicable law, the General Partner shall distribute on approximately a quarterly an amount equal to 100% of Available Cash generated by the Partnership during such quarter basis, to the Partners General Partner and to holders of Restricted Common Units and Common Unitholders who are Partners on the Partnership Record Date therefor in accordance with respect to their respective Percentage Interests on such quarter as follows (and for this purpose, the holders of Class A Units shall be treated as if they were Original Limited Partners):
(i) First, one hundred percent (100%) to the Original Limited Partners, pro rata based on the number of Original Limited Partnership Units held by each such Partner on the applicable Partnership Record Date, until such amount of the GAAP Net Income of the Partnership or amounts in excess of such GAAP Net Income, as the Board of Directors of the Partnership shall determine. Unless otherwise expressly provided for herein or in an agreement at the time a new class of Partnership Interests is created in accordance with Article IV hereof, no Partnership Interest shall be entitled to a distribution in preference to any other Partnership Interest.
B. Notwithstanding the provisions of Section 5.01.A. above or any other provision of this Agreement, if for any period with respect to which a distribution is to be made (a “Distribution Period”), a “Newly Issued Unit” (as such term is defined below) is outstanding on the Partnership Record Date for such Distribution Period, there shall not be distributed in respect of such Newly Issued Unit the amount (the “Full Distribution Amount”) that would otherwise be distributed in respect of such Unit in accordance with Section 5.01.A. Rather, the General Partner shall cause to be distributed with respect to each has received such Newly Issued Unit an amount equal to the Priority Full Distribution Amount for multiplied by a fraction, the quarter for each such Unit;
(ii) Next, if any Original Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on numerator of which equals the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(iii) Next, if any Original Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero;
(iv) Next, one hundred percent (100%) to the Additional Limited Partners, pro rata based on the relative amounts of their Priority Distribution Amounts, until each has received an amount equal to the Priority Distribution Amount for the quarter for each Unit held by such Additional Limited Partner on the applicable Partnership Record Date;
(v) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(vi) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero; and
(vii) Thereafter, to the General Partner and any other holders of Class B Units, pro rata in accordance with the relative number of Class B Units held by each.
(b) The General Partner shall distribute Capital Transaction Proceeds received by days such Newly Issued Unit has been outstanding during the Partnership within 30 Distribution Period and the denominator of which equals the total number of days after the date of in such Capital Transaction, provided that the General Partner has given the Limited -------- Partners 20 days' prior written notice of the date for any such distribution (the "Capital Transaction Record Date"), as follows (and for ------------------------------- this purpose, Distribution Period. Any GAAP Net Income not distributed to the holders of Class A Units by operation of this Section 5.01.B. shall be treated as if they were Original Limited Partners):
retained by the Partnership. The Board of Directors may, in its sole discretion, with respect to any distribution, waive the application of this Section 5.01.B. such that a Newly Issued Unit shall receive the Full Distribution Amount (i) First, if or any Original Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on greater amount than would otherwise be received under this Section 5.01.B. but not in excess of the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(ii) Next, if any Original Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero;
(iii) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(iv) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero; and
(v) Thereafter, to the General Partner and any other holders of Class B Units, pro rata in accordance with the relative number of Class B Units held by each.Full Distribution
Appears in 1 contract
Sources: Limited Partnership Agreement (Tiptree Financial Partners, L.P.)
Requirement and Characterization of Distributions. A. Subject to Section 5.6, on or before ninety (a90) The days after the end of each calendar quarter the General Partner shall distribute quarterly to the Partners who are partners on the Partnership Record Date for such calendar quarter an amount equal to 100% of the Available Cash generated by for such calendar quarter in the Partnership during such quarter to the Partners who are Partners on the Partnership Record Date with respect to such quarter as follows (and for this purpose, the holders following order of Class A Units shall be treated as if they were Original Limited Partners):priority:
(i1) First, one hundred percent (100%) to the Original Limited Partners, Partners pro rata based in accordance with their respective Limited Partner Percentage Interests, until such time as the distribution made pursuant to this Section 5.1A(1) on the number account of Original each Limited Partnership Units Unit held by each such a Limited Partner for the calendar quarter in which the distributions are made equals the cash dividend paid to the common shareholders of the General Partner on account of one share of common stock of the applicable Partnership Record Date, until each has received an amount equal to the Priority Distribution Amount General Partner for the quarter for each such Unitcalendar quarter;
(ii2) NextSecond, if any Original there then exists a Current Year Deficit, to the Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on in accordance with their respective Limited Partner Percentage Interests until such time as the relative amounts of their Cumulative Unpaid Accrued Return Accountsdistribution made pursuant to this Section 5.1A(2) eliminates the Current Year Deficit; provided, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(iii) Nexthowever, that if any Original Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) Available Cash is not sufficient to such Original Limited Partners, pro rata based on eliminate the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero;
(iv) Next, one hundred percent (100%) to the Additional Limited Partners, pro rata based on the relative amounts of their Priority Distribution Amounts, until each has received an amount equal to the Priority Distribution Amount Current Year Deficit for the quarter for each Unit held by such Additional Limited Partner calendar year on account of which the applicable Partnership Record Date;
(v) Nextdistributions are made, if any Additional Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) remaining Current Year Deficit shall not be carried forward and shall be disregarded in determining distributions to such Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(vi) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) be made pursuant to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zerothis Section 5.1A in subsequent quarters; and
(vii3) Thereafter, to the General Partner and any other holders of Class B Units, pro rata in accordance with the relative number of Class B Units held by eachPartner.
(b) The General Partner B. Distributions made pursuant to this Section 5.1 shall distribute Capital Transaction Proceeds received by be made in the foregoing order of priority, with all Available Cash being distributed at the highest level of priority until that level of priority is completely satisfied before any Available Cash is distributed at a lower level of priority, and distributions at a lower level of priority not being made or being only partially made if Available Cash is insufficient therefor.
C. Anything contained herein to the contrary notwithstanding, the quarterly distribution of Available Cash made on account of each Limited Partnership within 30 days after Unit for the date calendar quarter which contains the Effective Date shall not exceed the dividend paid to common shareholders of such Capital Transaction, provided that the General Partner has given the Limited -------- Partners 20 days' prior written notice on account of the date for any such distribution (the "Capital Transaction Record Date"), as follows (and for ------------------------------- this purpose, the holders a share of Class A Units shall be treated as if they were Original Limited Partners):
(i) First, if any Original Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts common stock of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(ii) Next, if any Original Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero;
(iii) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(iv) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero; and
(v) Thereafter, to the General Partner and any other holders for the calendar quarter which contains the Effective Date, multiplied by 197 a fraction (x) the numerator of Class B Units, pro rata in accordance with which is the relative number of Class B Units held by eachdays from and including the Effective Date to and including the last day of such calendar quarter, and (y) the denominator of which is the total number of days in such calendar quarter.
Appears in 1 contract
Sources: Master Contribution Agreement (Pacific Gulf Properties Inc)
Requirement and Characterization of Distributions. (a) The General Partner shall cause the Partnership to distribute quarterly an amount equal to 100% of Available Cash generated by the Partnership during such quarter to the Partners who are Partners on the Partnership Record Date with respect to such quarter as follows (and for this purpose, the holders of Class A Units shall be treated as if they were Original Limited Partners):follows:
(i1) First, one hundred percent (100%) to the Original Limited PartnersPartners other than any Affiliate Limited Partner, pro rata based on the number of Original Limited Partnership Units held by each such Limited Partner on the applicable Partnership Record Date, until each has received an amount equal to the Priority Distribution Amount for the quarter for each such Unit;
(ii2) Next, if any Original Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) Account other than to such Original any Affiliate Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(iii) Next, if any Original Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero;
(iv) Next, one hundred percent (100%) to the Additional Limited Partners, pro rata based on the relative amounts of their Priority Distribution Amounts, until each has received an amount equal to the Priority Distribution Amount for the quarter for each Unit held by such Additional Limited Partner on the applicable Partnership Record Date;
(v) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Accrued Return AccountPartner, one hundred percent (100%) to such Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(vi3) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Priority Distribution AccountAccount other than to any Affiliate Limited Partner, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero; and
(vii4) Thereafter, to the General Partner and any other holders of Class B Units, pro rata Affiliate Partner in accordance with proportion to the relative respective number of Class B Units held by eacheach such Partner.
(b) The General Partner shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with its qualification as a REIT, to distribute Capital Transaction Proceeds received by Available Cash to the Limited Partners so as to preclude any such distribution or portion thereof from being treated as part of a sale of property to the Partnership within 30 days after by a Limited Partner under Section 707 of the date of such Capital Transaction, Code or the Regulations thereunder; provided that the General Partner has given and the Partnership shall not have liability to a Limited -------- Partners 20 days' prior written notice Partner under any circumstances as a result of the date for any such distribution (the "Capital Transaction Record Date"), as follows (and for ------------------------------- this purpose, the holders of Class A Units shall be treated as if they were Original to a Limited Partners):
(i) First, if any Original Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(ii) Next, if any Original Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero;
(iii) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(iv) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero; and
(v) Thereafter, to the General Partner and any other holders of Class B Units, pro rata in accordance with the relative number of Class B Units held by eachbeing so treated.
Appears in 1 contract
Requirement and Characterization of Distributions. (a) The General Partner Subject to the provisions of Article XV, the Managing Member shall distribute quarterly an amount equal to one hundred percent (100% %) of Available Cash generated by the Partnership Company during such quarter to the Partners Members who are Partners Members on the Partnership Company Record Date with respect to such quarter as follows (and for this purpose, the holders of Class A Units shall be treated as if they were Original Limited Partners):
follows: (i) Firstto the extent that there is sufficient Available Cash after payment of the Preferred Unit Distributions and any Accumulated Preferred Unit Distributions, one hundred percent both as defined in Section 15.2, each Nonmanaging Member shall be entitled to a distribution per Nonmanaging Unit in an amount equal to (100%a) the dividend per Share paid by the Managing Member for the same calendar quarter (the “Nonmanaging Members’ Preferred Return”) plus (b) any Excess Gain allocated to the Nonmanaging Member, and (ii) to the Original Limited Partnersextent there is excess Available Cash after payment of the Preferred Unit Distributions, pro rata based on Accumulated Preferred Unit Distributions and the application of clause (i), such excess shall be distributed to the Managing Member in respect of its Company Units. In the event the Company shall distribute any Capital Transaction Proceeds to a Nonmanaging Member in excess of such Nonmanaging Member’s share of the Excess Gain, the number of Original Limited Partnership Nonmanaging Units held owned by each such Partner on the applicable Partnership Record Date, until each has received Nonmanaging Members shall be reduced to an amount equal to the Priority Distribution Amount for quotient of (i) (A) the quarter for each product of the market price of a Share on the date of the distribution times the number of Nonmanaging Units owned by such Unit;
Nonmanaging Member immediately prior to such distribution, minus (B) the amount of Capital Transaction Proceeds distributed to such Nonmanaging Member in excess of the Nonmanaging Member’s share of the Excess Gain, divided by (ii) Next, if any Original Limited Partners have the market price of a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Original Limited Partners, pro rata based Share on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(iii) Next, if any Original Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero;
(iv) Next, one hundred percent (100%) to the Additional Limited Partners, pro rata based on the relative amounts of their Priority Distribution Amounts, until each has received an amount equal to the Priority Distribution Amount for the quarter for each Unit held by such Additional Limited Partner on the applicable Partnership Record Date;
(v) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(vi) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero; and
(vii) Thereafter, to the General Partner and any other holders of Class B Units, pro rata in accordance with the relative number of Class B Units held by each.
(b) The General Partner shall distribute Capital Transaction Proceeds received by the Partnership within 30 days after the date of the distribution. Notwithstanding anything to the contrary contained herein, in no event may a Nonmanaging Member receive a distribution of Available Cash with respect to a Nonmanaging Unit if such Capital TransactionMember is entitled to receive a distribution out of such Available Cash with respect to a Share for which such Nonmanaging Unit has been redeemed or exchanged. Further, provided if the Managing Member, pursuant to Section 11.6, or otherwise in its sole discretion with respect to items not covered in Section 11.6, determines that the General Partner has given the Limited -------- Partners 20 days' prior written notice of the date for any such distribution (the "Capital Transaction Record Date"), as follows (and for ------------------------------- this purpose, the holders of Class A Units shall it would be treated as if they were Original Limited Partners):
equitable to (i) Firstpay a Nonmanaging Member only a portion of the dividend per Share with respect to Nonmanaging Units not outstanding for an entire quarterly period, if any Original Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
or (ii) Next, if any Original Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent split the dividend per Share amount between or among Members (100%or former Members) to such Original Limited Partners, pro rata based on changes in ownership of Nonmanaging Units by such Nonmanaging Members (or former Nonmanaging Members) during a quarterly period, the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each Managing Member is hereby authorized to take such Cumulative Unpaid Priority Distribution Account reaches zero;
(iii) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(iv) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero; and
(v) Thereafter, to the General Partner and any other holders of Class B Units, pro rata in accordance with the relative number of Class B Units held by eachaction.
Appears in 1 contract
Sources: Operating Agreement (Developers Diversified Realty Corp)
Requirement and Characterization of Distributions. (a) The General Partner Subject to Sections 6.2 and 6.3 hereof, the Manager Member shall distribute at least quarterly an amount equal to one hundred percent (100% %) of Available Cash generated by the Partnership LLC during such quarter the last full distribution period as follows:
(a) first, to the Partners Class A Preferred Unitholders who are Partners Members on the Partnership applicable LLC Record Date with respect to such quarter as follows (and for this purposedistribution, pro rata among them in proportion to the holders of Cumulative Unpaid Class A Units shall be treated as Preferred Return Amount, if they were Original Limited Partners):any, of each such Class A Preferred Unitholder until the Cumulative Unpaid Class A Preferred Return Amount of each Class A Preferred Unitholder is reduced to zero;
(ib) Firstsecond, to the Class A Preferred Unitholders who are Members on the applicable LLC Record Date with respect to such distribution, pro rata among them in proportion to the Class A Preferred Return Amount, if any, of each such Class A Preferred Unitholder, until each such Class A Preferred Unitholder has received an amount equal to the Class A Preferred Return Amount with respect to such distribution;
(c) third, to the Class B Unitholders who are Members on the LLC Record Date with respect to such distribution, pro rata among them in proportion to the Cumulative Unpaid Class B Distribution Amount, if any, of each such Class B Unitholder until the Cumulative Unpaid Class B Distribution Amount of each Class B Unitholder is reduced to zero;
(d) fourth, to the Class B Unitholders who are Members on the LLC Record Date with respect to such distribution, pro rata among them in proportion to the Class B Distribution Amount, if any, of each such Class B Unitholder, until such Class B Unitholder has received an amount equal to the Class B Distribution Amount with respect to such distribution;
(e) fifth, one hundred percent (100%) to the Original Limited Partners, pro rata based on the number of Original Limited Partnership Units held by each such Partner on the applicable Partnership Record DateClass C Unitholders in proportion to their Class C Units, until each has received such Class C Unitholders have received, in the aggregate, an amount equal to (i) two (2) times the Priority Distribution Amount for the quarter for each such Unit;
Agreed Value of all Contributed Properties, plus (ii) Next, if any Original Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred return of five percent (1005%) to such Original Limited Partners, pro rata based per annum (compounded quarterly) on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;amount in clause (i) calculated commencing on the Effective Date; and
(iiif) Next, if any Original Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred thereafter; (i) ninety five percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero;
(iv) Next, one hundred percent (10095%) to the Additional Limited PartnersClass C Unitholders who are Members on the LLC Record Date with respect to such distribution, pro rata based on the relative amounts of among them in proportion to their Priority Distribution AmountsClass C Units, until each has received an amount equal to the Priority Distribution Amount for the quarter for each Unit held by such Additional Limited Partner on the applicable Partnership Record Date;
and (vii) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred five percent (1005%) to the Class A Preferred Unitholders and the Class B Unitholders who are Members on the LLC Record Date with respect to such Limited Partnersdistribution, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(vi) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero; and
(vii) Thereafter, to the General Partner and any other holders of Class B Units, pro rata among them in accordance with the relative number of Class B Units held by eachtheir respective Percentage Interests.
(bg) The General Partner Notwithstanding the foregoing, in no event may a Member receive a distribution of Available Cash with respect to a Class A Preferred Unit or Class B Unit if and to the extent that such Class A Preferred Unit or Class B Unit has been redeemed or exchanged prior to the LLC Record Date for the same period, or, if applicable, prior to the last day of the applicable month. In addition, for the avoidance of doubt, no Member shall distribute Capital Transaction Proceeds receive a distribution with respect to a Class A Preferred Unit or Class B Unit and a dividend with respect to a REIT Share received by the Partnership within 30 days after the date upon a redemption of such Capital Transaction, provided that the General Partner has given the Limited -------- Partners 20 days' prior written notice of the date for any such distribution (the "Capital Transaction Record Date"), as follows (and for ------------------------------- this purpose, the holders of Class A Units Preferred Unit or Class B Unit for the same period. No Member shall be treated as if they were Original Limited Partners):
(i) Firstreceive any distributions in respect of, if any Original Limited Partners have a positive and no Cumulative Unpaid Accrued Class A Preferred Return AccountAmount, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their or Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(ii) Next, if any Original Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Original Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero;
(iii) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Accrued Return Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Accrued Return Accounts, until each such Cumulative Unpaid Accrued Return Account reaches zero;
(iv) Next, if any Additional Limited Partners have a positive Cumulative Unpaid Priority Distribution Account, one hundred percent (100%) to such Additional Limited Partners, pro rata based on the relative amounts of their Cumulative Unpaid Priority Distribution Accounts, until each such Cumulative Unpaid Priority Distribution Account reaches zero; and
(v) Thereafter, to the General Partner and any other holders of Class B UnitsDistribution Amount shall accrue with respect to, pro rata in accordance with the relative number any failure of such Member to timely receive any Class A Preferred Return Amount Class B Units held by eachDistribution Amount due the Member's failure to provide the Manager Member with accurate information regarding its address for payment of distributions hereunder.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Kimco Realty Corp)