Transfers and Distributions Sample Clauses

The "Transfers and Distributions" clause governs how ownership interests or assets within an agreement can be transferred or distributed among parties. It typically outlines the conditions under which a party may transfer their rights or receive distributions, such as requiring consent from other parties or specifying procedures for payouts. This clause ensures that changes in ownership or allocation of assets are managed in an orderly and predictable manner, preventing unauthorized transfers and clarifying the process for distributing profits or assets.
Transfers and Distributions. (a) Unless the Notes have been accelerated in accordance with the terms of the Indenture, on each Distribution Date, after making any transfers and distributions required by Sections 5.02, 5.03, 5.04 and 5.05(b) hereof, the Indenture Trustee shall (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date) cause to be made the following transfers and distributions for such Distribution Date from Available Funds and amounts deposited to the Collection Account from the Reserve Account (such amounts from the Reserve Account to be applied in accordance with Section 5.05(b)), in the following order of priority: (i) first, pari passu: (A) (1) to the Servicer, the Servicing Fee and any Servicing Fee unpaid from any prior Distribution Date or, if the Servicer has been replaced pursuant to the terms of this Agreement, to the Backup Servicer, the Servicing Fee and any Servicing Fee unpaid from any prior Distribution Date up to the Capped Servicing Fee, and (2) pro rata, to the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, and if the Backup Servicer has not replaced the Servicer, the Backup Servicer, respectively, the Owner Trustee Fee, the Indenture Trustee Fee and the Backup Servicing Fee, as applicable, and including any such fees unpaid from any prior Distribution Date; and (B) pari passu (1) to the Backup Servicer: (x) any Transition Expenses, and (y) any accrued and unpaid indemnification amounts owed to it up to $17,000 (unless an Indenture Event of Default described in clause (i) or (ii) of the definition of “Indenture Event of Default” has occurred and is continuing, in which case, no cap shall apply); and (2) pari passu, to the Owner Trustee, the Indenture Trustee and the Trust Collateral Agent, their related accrued and unpaid indemnification amounts and expenses, up to their respective Capped Trustee Expenses (unless an Indenture Event of Default described in clause (i) or (ii) of the definition of “Indenture Event of Default” has occurred and is continuing, in which case, no cap shall apply); (ii) second, to the Note Distribution Account, an amount to be applied sequentially (A) first, to the Class A Noteholders, the Class A Interest Distributable Amount due and payable on such Distribution Date and the Class A Interest Carryover Shortfall, if any, from any prior Distribution Date, (B) second, to the Class B Noteholders, the Class B Interest Distributable Amount due and payable on suc...
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Transfers and Distributions. In the event that an Event of Default shall have occurred and be continuing, and shall not have been cured within the time periods specified herein after notice from Lender, Borrower shall not make any material loan, advance, payment, dividend or distribution or transfer of any asset, directly or indirectly, to any parent, subsidiary, stockholder, partner, affiliate or similar entity, except in the ordinary course of business.
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Transfers and Distributions. 5.01 TRANSFER OF CURRENT Before an Annuity Option is elected, all or VALUE FROM THE FUNDS any portion of the Current Value of any OR GAA: Plan Account held in a Fund or the GAA may be transferred: (a) To any other allowable Fund; (b) To the Fixed Account; or (c) To Terms of the GAA available in the current Deposit Period. With respect to any Plan Account, the aggregate transfers to the Fixed Account from the Fund(s) and/or the GAA and/or Purchase Payments from investment options not provided under this Contract may not, in any calendar year, exceed 20% of the value of the Fund(s) and the GAA in such Plan Account as of January 1 of that calendar year. Aetna may, on a temporary basis allow any larger percent to be transferred to the Fixed Account. Amounts in a specific GAA Term cannot be transferred to the Deposit Period of another Term within the same Classification except at the Term's maturity (see 4.03(f)). Amounts applied to Classifications of the GAA may not be transferred to the Funds during the Deposit Period or for 90 days after the close of the Deposit Period. Transfers from Terms of the GAA are subject to the Withdrawal and MVA provisions (see 7.03). Twelve transfers (excluding transfers from the GAA at the end of a Guaranteed Term) can be made during a calendar year period. However, only the Contract Holder or the Participant (with the consent of the Contract Holder) may tell Aetna to make such transfers. Aetna, in its sole discretion, may refuse to make such transfers at the direction of any other person, even if such other person has been authorized by the Contract Holder or Participant to make such transfers. More than 12 such transfers in any calendar year, if permitted by Aetna, may be subject to an additional fee in accordance with Aetna's existing administrative practice. 5.02 TRANSFER OF CURRENT 10% of that portion of the Current Value of VALUE FROM THE FIXED each Plan Account held in the Fixed Account ACCOUNT: as of January 1 of a calendar year may be transferred to any of the other Fund(s), or to the GAA Term(s) available during the current Deposit Period. Such transfer will be: (a) Without charge; (b) Allowed once per calendar year; and (c) Not allowed under an Annuity Option. Aetna may, on a temporary basis allow any larger percent to be transferred. Any remaining balance in the Fixed Account under a Plan Account may be transferred by the Contract Holder or the Participant (with the consent of the Contract Holder) in its entirety to a...
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Transfers and Distributions 
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Related to Transfers and Distributions

  • Payments and Distributions (a) On each Determination Date, the Servicer shall calculate: (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date. (b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections: (i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods); (ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year; (iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall; (iv) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amount; (v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall; (vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount; (vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance; (viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount; (ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and (x) to the Certificateholder, any remaining amounts. (c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period: (i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods); (ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party); (iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall; (iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero; (v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall; (vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and (vii) to the Certificateholder, any remaining funds. (d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date. (e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be. (f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.

  • In-Kind Distributions Subject to Section ▇▇-▇▇-▇▇▇ of the Act, the Company may make in-kind distributions of the Company assets, provided the Members unanimously agree and such agreement is in writing. The fair market value of the property must be determined and agreed upon by the Members before the distribution is made. The receiving Member’s capital account shall be adjusted to reflect the value of the in-kind distribution.

  • Allocations and Distributions The LLC's profits and losses shall be allocated to the Member. At the time determined by a majority of the Managers, the Managers may cause the LLC to distribute to the Member any cash held by it which is neither reasonably necessary for the operation of the LLC nor the performance of its contractual obligations, nor which is in violation of Sections 18-607 or 18-804 of the Act or any contractual agreement binding on the LLC.

  • Voting and Distributions (i) Unless and until an (x) Acceleration Default shall have occurred and be continuing or (y) an Actionable Default shall have occurred and be continuing and Majority Creditors shall have directed to the contrary: (A) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of the Pledged Stock, or any part thereof, for any purpose consistent with the terms of this Security Agreement and the other Secured Debt Documents. (B) The Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling it to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subsection (c)(i)(A) and to receive the cash payments it is entitled to receive pursuant to subsection (c)(i)(C). (C) Each Grantor shall be entitled to receive, retain and use any and all cash dividends, interest and principal paid on the Pledged Stock owned or held by it or on its behalf to the extent and only to the extent that such cash dividends, interest and principal are not prohibited by, and otherwise paid in accordance with, the terms and conditions of the Secured Debt Documents and applicable laws. All non-cash dividends, interest and principal, and all dividends, interest and principal paid or payable in cash or otherwise in connection with a partial or total liquidation or dissolution, return of capital, capital surplus or paid-in surplus, and all other distributions (other than distributions referred to in the preceding sentence) made on or in respect of the Pledged Stock whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding Pledged Stock in any issuer thereof in exchange for any Pledged Stock, or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Collateral, and, if received by such Grantor, shall not be commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent hereunder and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement). (ii) Without limiting the generality of the foregoing, if the Collateral Agent, acting at the direction of (x) the Applicable Representative, upon the occurrence and during the continuance of an Acceleration Default, or (y) Majority Creditors, upon the occurrence and during the continuance of an Actionable Default, shall so direct, then: (A) All rights of each Grantor to dividends, interest or principal that it is authorized to receive pursuant to subsection (c)(i)(C) shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest or principal, as applicable. All dividends, interest and principal received by or on behalf of any Grantor contrary to the provisions of this Section shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this subsection (c)(ii)(A) shall be retained by the Collateral Agent in the Collateral Account for the benefit of the Secured Parties. After all Defaults have been cured or waived, the Collateral Agent shall, within five Business Days thereafter, repay to the applicable Grantor all cash dividends, interest and principal (without interest) that such Grantor would otherwise be permitted to retain pursuant to the terms of subsection (c)(i)(C) and which remain in the Collateral Account. (B) All rights of each Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to subsection (c)(i)(A), and the obligations of the Collateral Agent under subsection (c)(i)(B), shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that unless otherwise directed by the Collateral Agent acting pursuant to the directions of (1) the Applicable Representative in the case of an Acceleration Default or (2) Majority Creditors in the case of an Actionable Default, the Collateral Agent shall have the right from time to time following and during the continuance of a Default to permit such Grantor to exercise such rights. After all Defaults have been cured or waived, the applicable Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of subsection (c)(i)(A).

  • Limitations on Dividends and Distributions Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure could reasonably be expected to have a Material Adverse Effect; provided that: (a) the U.S. Borrower or any Subsidiary may pay dividends in shares of its own Capital Stock; (b) the U.S. Borrower or any Subsidiary may make cash distributions or equity repurchases pursuant to employee benefit plans or incentive compensation plans, in each case to the extent such distributions constitute compensation to executives or employees of the U.S. Borrower or of the applicable Subsidiary; (c) any Subsidiary may pay dividends to the holders of its Capital Stock (other than payment of dividends to holders of the Exchangeable Shares); provided that in the case of any dividend paid by a Subsidiary that is not a Wholly-Owned Subsidiary, such dividend may be paid only if such dividend is paid on a ratable basis to the holders of such Capital Stock in accordance with their respective ownership percentages in such Subsidiary; (d) [Intentionally Omitted]; (e) [Intentionally Omitted]; (f) Bowater Canada, Inc. or Bowater Canadian Holdings Incorporated may repurchase all or a portion of the Exchangeable Shares solely through an exchange of common stock of the Parent for the Exchangeable Shares being repurchased; (g) the U.S. Borrower may make dividends and distributions to the Parent to pay: (i) taxes attributable to the consolidated operations of the U.S. Borrower and its Subsidiaries; (ii) the Parent Overhead Expenses in an aggregate amount per Fiscal Year not to exceed fifty percent (50%) of the aggregate amount of Parent Overhead Expenses during such Fiscal Year; and (iii) so long as no Default or Event of Default has occurred and is continuing or would result after giving effect to such dividends or distributions, an additional amount of Parent Overhead Expenses in an aggregate amount not to exceed $10,000,000 per Fiscal Year; (h) [Intentionally Omitted]; (i) subject to Section 12.1(o)(ix); so long as (i) no Default or Event of Default shall have occurred and be continuing or would be caused thereby and (ii) the U.S. Borrower shall have complied with the requirements set forth in Section 8.10(e)(i) of this Agreement and Section 8.10(e)(i), (ii)(A) and (ii)(B) of the U.S. Credit Agreement, the U.S. Borrower may make cash distributions or dividends to the Parent which shall be invested in a U.S. Credit Party; and (j) subject to Section 10.10 and Section 12.1(o)(viii)(E), the U.S. Borrower and its Subsidiaries may make cash distributions or dividends to the Parent to allow the Parent to make required payments on Indebtedness incurred by the Parent as permitted pursuant to Section 12.1(o)(viii); provided that on each date any distribution or dividend is paid and after giving effect thereto: (i) no Default or Event of Default shall have occurred and be continuing; and (ii) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX and Section 12.1(o)(ix).