Capital Proceeds Clause Samples
The 'Capital Proceeds' clause defines what constitutes the total amount received from the sale, transfer, or disposal of an asset. In practice, this clause specifies which payments, reimbursements, or other forms of consideration are included when calculating the proceeds from a transaction, such as cash received, assumed liabilities, or non-cash benefits. Its core function is to ensure clarity and consistency in determining the value realized from a transaction, which is essential for accurate tax reporting, profit calculation, or distribution of sale proceeds among parties.
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Capital Proceeds. Subject to the provisions of Sections 5.3, 5.4 and 12.2(c), Net Capital Proceeds shall be distributed as follows:
(i) First, 100% to the General Partner and Limited Partners in accordance with each such Partner’s respective Percentage Interest until, in the aggregate, the Limited Partners receive distributions from the Partnership and the Stockholders receive dividends from the General Partner in an amount equal to the sum of (i) the Net Investment and (ii) any cumulative shortfall in the Limited Partners’ and the Stockholders’ receipt of the First Level Return pursuant to Sections 5.1(a) and 5.1(b); and
(ii) Thereafter, (A) 15% to the Special Limited Partner, and (B) 85% to the General Partner and Limited Partners in accordance with each such Partner’s respective Percentage Interest.
Capital Proceeds. Capital Proceeds shall be distributed and applied by the Company in the following order and priority:
4.2.3.1. to the payment of all expenses of the Company incident to the Capital Transaction; then
4.2.3.2. to the payment of debts and liabilities of the Company then due and outstanding (including all debts due to any Interest Holder); then
4.2.3.3. to the establishment of any reserves which the Manager deems necessary for liabilities or obligations of the Company; then
4.2.3.4. the balance shall be distributed as follows:
4.2.3.4.1. to the Interest Holders in proportion to their Adjusted Capital Balances, until their remaining Adjusted Capital Balances have been paid in full; then
4.2.3.4.2. if any Interest Holder has a Positive Capital Account after the distributions made pursuant to Section 4.2.3.4.1 and before any further allocation of Profit pursuant to Section 4.2.1.3, to those Interest Holders in proportion to their Positive Capital Accounts; then
4.2.3.4.3. the balance, to the Interest Holders in proportion to their Percentages.
Capital Proceeds. Capital Proceeds shall be applied within five Business Days of the receipt by the Borrower or Property Owner of such Capital Proceeds as follows:
(a) [Intentionally Omitted];
(b) First, to fully satisfy both principal and accrued interest any outstanding Covered Loans with respect to the Property pro rata to the holders of the Covered Notes;
(c) Second, to fully satisfy any TI/Cap Ex Loans with respect to the Property pro rata to the holders of the TI/Cap Ex Loans;
(d) Third, to fully satisfy any Reposition Loan with respect to the Property pro rata to the holders of the Reposition Notes;
(e) Fourth, to the First Union Lender until it shall have received all accrued and unpaid interest on the Loan;
(f) Fifth, to the First Union Lender until it shall have received the principal then outstanding on the Loan;
(g) Sixth, to the Borrower until it shall have received an amount when added to all other amounts retained pursuant to Section 5.1(e) and Section 5.2(g) and (i) hereof equal to a return on the Borrower Equity at the Interest Rate as in effect from time to time;
(h) Seventh, to the Borrower until it shall have received an amount equal to the unpaid Borrower Equity;
(i) Eighth, to the First Union Lender and the Borrower, 60% and 40%, respectively, until they have each received an amount, when added to all other payments made to such Person hereunder, equal to a return of 8.5% per annum cumulative on the Loan Amount and the Borrower Equity, respectively;
(j) Ninth, to each of the First Union Lender and the Borrower, in proportion to the amounts that they are entitled to receive pursuant to this Section 5.2(j), (without regard to the actual amount of Capital Proceeds to be applied pursuant to this Section 5.2(j)) until the First Union Lender shall have received pursuant to this Section 5.2(j), an amount which, when added to the total amount of all Prior Distributions/Payments made to the First Union Lender and its Affiliates equals the First Union Total Capital, and the Borrower shall have received pursuant to this Section 5.2(j), an amount which, when added to the total amount of all Prior Distributions/Payments made to the Borrower and its Affiliates equals the MARC Total Capital;
(k) Thereafter, equally between the Borrower and the First Union Lender.
Capital Proceeds. Capital Proceeds remaining after the payment of any debts and liabilities of the Company due and payable at such time and the establishment of any Operating Reserves which the Manager determines, in his sole discretion necessary for reasonable ongoing business requirements, and necessary to provide for any contingent or unforeseen liabilities or obligations of the Company, shall be distributed in accordance with the following order of priority:
(i) First, to repay the Capital Contributions of the Members as set forth on Schedule A; and
(ii) Second, in the percentages set forth on Schedule B.
Capital Proceeds. Distributions of net Capital Proceeds (after repayment of all debts and liabilities of the Company, including loans from Members, and the establishment of any reserves that the Members deem necessary) shall be made in the following order of priorities:
(1) First, to each Member, pro rata in proportion to each Member's Adjusted Capital Contributions, an amount of cash equal to the amount of that Member's respective Adjusted Capital Contributions; then
(2) If one or more Members has a Positive Capital Account before any further allocation of profit pursuant to Section 8.3(a)(2), to those Members, in proportion to and to the extent of their respective Positive Capital Account balances; and then
(3) The balance to the Members in proportion to their respective Percentages of Interest.
Capital Proceeds. Capital Proceeds shall be distributed and applied by the Company in the following order and priority:
4.2.3.1. to the payment of all expenses of the Company incident to the Capital Transaction; then
4.2.3.2. to the payment of debts and liabilities of the Company then due and outstanding (including all debts due to any Economic Interest Holder); then
4.2.3.3. to the establishment of any reserves which the Managers deem necessary for liabilities or obligations of the Company; then
4.2.3.4. the balance shall be distributed as follows:
4.2.3.4.1. to the Economic Interest Holders in proportion to their Adjusted Capital Balances, until their remaining Adjusted Capital Balances have been paid in full;
4.2.3.4.2. the balance, to the Economic Interest Holders in proportion to their Percentages.
Capital Proceeds. The consideration resulting from a Capital Event with respect to one or more of the Properties, less the sum of (a) any expenses incurred in connection with such Capital Event, (b) any portion of such proceeds applied toward the payment of any indebtedness being refinanced or secured by or relating to the Property disposed of, (c) any portion of such proceeds applied to acquire, develop, or rehabilitate real property or personal property or interests therein in accordance with the terms hereof, and (d) any portion of the proceeds reserved for payment of expenses and/or working capital Approved by HSRE.
Capital Proceeds. Subject to the provisions of Sections 5.3, 5.4, 12.2(c) and 15.14, Capital Proceeds shall be distributed as follows:
(i) First, 100% to the General Partner and Limited Partners in accordance with each such Partner’s respective Percentage Interest until the Net Investment balance is zero;
(ii) Second, 100% to the General Partner and Limited Partners in accordance with each such Partner’s respective Percentage Interest until the First Level Return balance is zero; and
(iii) Thereafter, (A) 15% to the Special Limited Partner, and (B) 85% to the General Partner and Limited Partners in the case of this clause (B) in accordance with each such Partner’s respective Percentage Interest.
Capital Proceeds. Capital Proceeds shall be distributed to the Members in the following priority:
(i) First, to the Members holding Class A Common Units, pro rata, in accordance with each Class A Member’s Unreturned Capital Amount, until the Unreturned Capital Amount of each Class A Member is equal to zero; and
(ii) Second, to the Members holding Class A Common Units, fully vested Class B Incentive Units and Class J Incentive Units (whether or not vested), pro rata, in accordance with their respective Capital Proceeds Pro Rata Share. Notwithstanding the foregoing, a Class B Member and a Class J Member shall not be entitled to receive amounts otherwise distributable to it under this Section 4.1(g) with respect to a Class B Incentive Unit or a Class J Incentive Unit, as applicable, until the aggregate amounts distributed to all other Members pursuant to this Section 4.1(g) equals the Distribution Hurdle applicable to such Class B Incentive Unit or Class J Incentive Unit, as applicable. Any distributions not made to a Class B Member or Class J Member as a result of the preceding sentence shall instead be distributed, in the order of priority set forth in Section 4.1(g), to the other Members whose Distribution Hurdle has been satisfied or whose Units are not subject to a Distribution Hurdle.
Capital Proceeds. Capital Proceeds available for distribution shall be distributed by each Series to the Members as promptly as reasonably feasible as follows:
i. Capital Proceeds of Series One shall be distributed among the Members holding Series One Interests, pro rata in accordance with their then respective Series One Percentage Interests.
ii. Capital Proceeds of Series Two shall be distributed among the Series Two Members, pro rata in accordance with their then respective Series Two Percentage Interests.