Common use of Class B Distribution Offset Clause in Contracts

Class B Distribution Offset. Following the Disposition of Class B Units by the ▇▇▇▇ Member (or any of its Affiliates) to any Person that is not an Affiliate of the ▇▇▇▇ Member, all distributions payable on any Distribution Date pursuant to this Agreement, including pursuant to Section 5.01, Section 5.02, and Section 5.03 and Article 12, with respect to Class B Units held by any Offset Holder shall be subject to offset (the “Class B Distribution Offset”) in an amount, with respect to such Offset Holder, equal to such Offset Holder’s Applicable Portion of each of the following, to the extent due and payable as of each such Distribution Date, (i) all accrued and unpaid Management Fees (including all unpaid Management Fees for all prior quarterly periods), (ii) the Accrued MSA Amount, and (iii) to the extent applicable, the amount of any Termination Fee or Successor Termination Fee payable by such Offset Holder and the amount of any Offset Loan payable by such Offset Holder (such amount, with respect to each Offset Holder as of each applicable Distribution Date, its “Offset Amount” for all distributions payable on such Distribution Date). The applicable Offset Amount for each Offset Holder shall be withheld from payment of all distributions payable to such Offset Holder and shall be paid by the Company directly to Management Co. on the applicable Distribution Date of each distribution in satisfaction of such Offset Amount before any distributions in respect of Class B Units are paid to such Offset Holder.

Class B Distribution Offset. (a) Following the Disposition of Class B Units by the ▇▇▇▇ Member (or any of its Affiliates) to any Person that is not an Affiliate of the ▇▇▇▇ Member, all distributions payable on any Distribution Date pursuant to this Agreement, including pursuant to Section 5.01, Section 5.02, and Section 5.03 and Article 12, with respect to Class B Units held by any Offset Holder shall be subject to offset (the “Class B Distribution Offset”) in an amount, with respect to such Offset Holder, equal to such Offset Holder’s Applicable Portion of each of the following, to the extent due and payable as of each such Distribution Date, (i) all accrued and unpaid Management Fees (including all unpaid Management Fees for all prior quarterly periods), (ii) the Accrued MSA Amount, and (iii) to the extent applicable, the amount of any Termination Fee or Successor Termination Fee payable by such Offset Holder and the amount of any Offset Loan payable by such Offset Holder (such amount, with respect to each Offset Holder as of each applicable Distribution Date, its “Offset Amount” for all distributions payable on such Distribution Date). The applicable Offset Amount for each Offset Holder shall be withheld from payment of all distributions payable to such Offset Holder and shall be paid by the Company directly to Management Co. on the applicable Distribution Date of each distribution in satisfaction of such Offset Amount before any distributions in respect of Class B Units are paid to such Offset Holder.