Deemed Distributions Sample Clauses

Deemed Distributions. Borrower represents that any transfer by Lender of Borrower’s funds (whether pursuant to Section 2.4.4, Section 6.11 or otherwise) to any Mezzanine Lender pursuant to this Agreement or any other Loan Document is intended by Borrower to constitute, and Borrower represents that such transfers shall constitute, distributions from Borrower to Original Mezzanine Borrower, and (where applicable) Original Mezzanine Borrower to Approved Mezzanine Borrower, and shall be treated as such on the books and records of Borrower and Mezzanine Borrower. Borrower agrees that all such distributions shall comply with the requirements of Section 18-607 of the Delaware Limited Liability Company Act. Borrower agrees that no provision herein or in any other Loan Document is intended by Borrower to, nor shall any such provision be construed to create, a debtor-creditor relationship between Borrower and Mezzanine Borrower.

Deemed Distributions. Any amounts withheld by the General Partner in accordance with Section 6.7(a) shall nevertheless, for purposes of this Agreement, be deemed to have been distributed to the Limited Partners in respect of which they are withheld.

Deemed Distributions. Borrower represents that any transfer by Mortgage Lender of Owner’s funds (whether pursuant to Section 2.4.4, Section 6.11 or otherwise under the Mortgage Loan Agreement) to Lender or Approved Mezzanine Lender pursuant to the Mortgage Loan Agreement or any other Mortgage Loan Document is intended by Borrower to constitute, and Borrower represents that such transfers shall constitute, distributions from Owner to Borrower and (where applicable) Borrower to Approved Mezzanine Borrower, and shall be treated as such on the books and records of Borrower, Owner and Approved Mezzanine Borrower. Borrower agrees that all such distributions shall comply with the requirements of

Deemed Distributions. Any amounts withheld by the Managers in accordance with Section 6.7(a) shall nevertheless, for purposes of this Agreement, be deemed to have been distributed to the Members in respect of which they are withheld.

Deemed Distributions. Borrower represents that any transfer by Lender of Borrower’s funds (whether pursuant to Section 2.4.4, Section 6.11 or otherwise) to any Mezzanine Lender pursuant to this Agreement or any other Loan Document is intended by Borrower to constitute, and Borrower represents that such transfers shall constitute, distributions from Borrower to Mezzanine Borrower, and shall be treated as such on the books and records of Borrower and Mezzanine Borrower. Borrower agrees that all such distributions shall comply with the requirements of Section 18-607 of the Delaware Limited Liability Company Act. Borrower agrees that no provision herein or in any other Loan Document is intended by Borrower to, nor shall any such provision be construed to create, a debtor-creditor relationship between Borrower and Mezzanine Borrower.

Deemed Distributions. (a) Amounts Withheld. Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate, including withholding from payment on behalf of or with respect to a Partner, to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state, local or foreign law including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Partnership withholds from a distribution of a Partner or assignee and pays over such tax withheld to any taxing authority, the amount withheld shall be treated as a distribution of cash to such Partner. If the amount required to be withheld by the Partnership exceeds the actual amount to be distributed to the Partner, the excess amount of such withholding remitted by the Partnership to any taxing authority on behalf of such Partner shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid, at the election of the General Partner, either (i) through withholding from subsequent distributions by the Partnership to the applicable Partner or assignee or (ii) by the Partner within 15 days after demand for payment thereof is made by the Partnership on the Limited Partner. In the event that a Limited Partner (a “Defaulting Limited Partner”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within 15 days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “General Partner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner ▇▇▇▇ has been paid in full, and any such distributions so received by the General Partner shall be treated as havi...

Deemed Distributions. Borrower represents that any transfer by Mortgage Lender or Mezzanine A Lender of Owner’s funds (whether pursuant to Section 2.4.4, Section 6.11 or otherwise under the Mortgage Loan Agreement or whether pursuant to Section 2.4.4 or otherwise under the Mezzanine A Loan Agreement) to Lender pursuant to the Mezzanine A Loan Agreement, other Mezzanine A Loan Documents, Mortgage Loan Agreement or any other Mortgage Loan Document is intended by Borrower to constitute, and Borrower represents that such transfers shall constitute, distributions from Owner or Mezzanine A Borrower to Borrower and shall be treated as such on the books and records of Borrower, Mezzanine A Borrower and Owner. Borrower agrees that all such distributions shall comply with the requirements of Section 18-607 of the Delaware Limited Liability Company Act. Borrower agrees that no provision herein or in any other Loan Document is intended by Borrower to, nor shall any such provision be construed to create, a debtor-creditor relationship between Owner, Mezzanine A Borrower and Borrower.

Deemed Distributions. In the event of a Permitted Asset Transfer in which the Company receives consideration with a value less than the Fair Value of the asset(s) subject to such Permitted Asset Transfer, the excess of the Fair Value of such asset(s) over the consideration received therefor (such excess, the “Deemed Distribution Amount”) shall be deemed to be a distribution to the KCS Member, and the NS Member shall be entitled to, in its sole discretion: (a) an immediate cash payment from the KCS Member equal to the NS Member’s pro rata share of the Deemed Distribution Amount based on its Percentage Interest or (b) an immediate cash payment from the Company equal to the product of (i) such Deemed Distribution Amount and (ii) a fraction, the numerator of which is the NS Member’s Percentage Interest and the denominator of which is the KCS Member’s Percentage Interest.

Deemed Distributions. In circumstances where the General Partner is issuing a Capital Call Notice at the same time as the General Partner is making a distribution of Investment Proceeds pursuant to this Article 5, the General Partner may deem such distributions as having been distributed to the Partners with an interest in such distributions in accordance with Section 5.2.1 or Section 5.12, as applicable, and deemed immediately contributed as new Capital Contributions to the Fund by such Partners, with effect from the date such distributions would otherwise have been distributed pursuant to Section 5.1.3. The Partners’ obligation to make Capital Contributions under the relevant Capital Call Notice will be reduced accordingly. The General Partner shall provide notice to the Limited Partners of any such deemed distributions and contributions and any resulting impact thereof on the Unused Capital Commitments of the Limited Partners.