Common use of Distributable Cash; Other Distributions Clause in Contracts

Distributable Cash; Other Distributions. (i) To the extent permitted by the Delaware Act, other applicable Law and hereunder, Distributions to Members may be declared by the Manager out of Distributable Cash or other funds or property legally available therefor in such amounts, at such time and on such terms (including the payment dates of such Distributions) as the Manager in its sole discretion shall determine using such record date as the Manager may designate. All Distributions made under this Section ‎4.01 shall be made to the Members as of the close of business on such record date in accordance with this Section 4.01; provided, however, that the Manager shall have the obligation to make Distributions as set forth in Section ‎4.01‎(b) and Section ‎12.02; provided, further, that notwithstanding any other provision herein to the contrary, no Distributions shall be made to any Member to the extent such Distribution would render the Company insolvent or violate the Delaware Act. For purposes of the foregoing sentence, insolvency means the inability of the Company to meet its payment obligations when due. In furtherance of the foregoing, it is intended that the Manager shall, to the extent permitted by applicable Law, have the right in its sole discretion to make Distributions of Distributable Cash to the Members pursuant to this Section ‎4.01(a) in such amounts as shall enable PubCo to meet its obligations, including its obligations pursuant to the Tax Receivable Agreement (to the extent such obligations are not otherwise able to be satisfied as a result of Tax Distributions required to be made pursuant to Section ‎4.01‎(b)).

Distributable Cash; Other Distributions. (i) To the extent permitted by the Delaware Act, other applicable Law and hereunder, Distributions to Members may be declared by the Manager out of Distributable Cash or other funds or property legally available therefor in such amounts, at such time and on such terms (including the payment dates of such Distributions) as the Manager in its sole discretion shall determine using such record date as the Manager may designate. All Distributions made under this Section ‎4.01 4.01 shall be made to the Members as of the close of business on such record date on a pro rata basis in accordance with this Section 4.01each Member’s Percentage Interest (other than, for the avoidance of doubt, any distributions made pursuant to Sections 4.01(b)(ii) and (v)) as of the close of business on such record date; provided, however, that the Manager shall have the obligation to make Distributions as set forth in Section ‎4.01‎(bSections 4.01(b) and Section ‎12.0214.02; provided, further, that notwithstanding any other provision herein to the contrary, no Distributions shall be made to any Member to the extent such Distribution would render the Company insolvent or violate the Delaware Act. For purposes of the foregoing sentence, insolvency means the inability of the Company to meet its payment obligations when due. In furtherance of the foregoing, it is intended that the Manager shall, to the extent permitted by applicable LawLaw and hereunder, have the right in its sole discretion to make Distributions of Distributable Cash to the Members pursuant to this Section ‎4.01(a4.01(a) in such amounts as shall enable PubCo the Corporation to meet its obligations, including its obligations pursuant to the Tax Receivable Agreement (to the extent such obligations are not otherwise able to be satisfied as a result of Tax Distributions required to be made pursuant to Section ‎4.01‎(b4.01(b)).

Distributable Cash; Other Distributions. (i) To the extent permitted by the Delaware Act, other applicable Law and hereunder, Distributions to Members may be declared by the Manager out of Distributable Cash or other funds or property legally available therefor in such amounts, at such time amounts and on such terms (including the payment dates of such Distributions) as the Manager in its sole discretion shall determine using such record date as the Manager may designate. All ; such Distributions made under this Section ‎4.01 shall be made to the Members as of the close of business on such record date on a pro rata basis in accordance with this each Member’s Percentage Interest (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.014.1(b)(v)) as of the close of business on such record date; provided, however, that the Manager shall have the obligation to make Distributions as set forth in Section ‎4.01‎(bSections 4.1(b) and Section ‎12.0213.2; providedand provided further that, further, that notwithstanding any other provision herein to the contrary, no Distributions shall be made to any Member to the extent such Distribution would render the Company insolvent or violate the Delaware Actinsolvent. For purposes of the foregoing sentence, insolvency means the inability of the Company to meet its payment obligations when due. Promptly following the designation of a record date and the declaration of a Distribution pursuant to this Section 4.1(a), the Manager shall give notice to each Member of the record date, the amount and the terms of the Distribution and the payment date thereof. In furtherance of the foregoing, it is intended that the Manager shall, to the extent permitted by applicable LawLaw and hereunder, have the right in its sole discretion to make Distributions of Distributable Cash to the Members pursuant to this Section ‎4.01(a4.1(a) in such amounts as shall enable PubCo to pay dividends or to meet its obligations, including its obligations pursuant to the Tax Receivable Agreement (to the extent such obligations are not otherwise able to be satisfied as a result of Tax Distributions required to be made pursuant to Section ‎4.01‎(b4.1(b)).

Distributable Cash; Other Distributions. (i) To the extent permitted by the Delaware Act, other applicable Law and hereunder, Distributions to Members may be declared by the Manager out of Distributable Cash or other funds or property legally available therefor in such amounts, at such time amounts and on such terms (including the payment dates of such Distributions) as the Manager in its sole discretion shall determine using such record date as the Manager may designate. All ; such Distributions made under this Section ‎4.01 shall be made to the Members as of the close of business on such record date on a pro rata basis in accordance with this Section 4.01each Member’s Percentage Interest as of the close of business on such record date; provided, however, that the Manager shall have the obligation to make Distributions as set forth in Section ‎4.01‎(bSections 4.01(b) and Section ‎12.0214.02; providedand provided further that, further, that notwithstanding any other provision herein to the contrary, no Distributions shall be made to any Member to the extent such Distribution would render the Company insolvent or violate Section 18-607 of the Delaware Act. For purposes Promptly following the designation of a record date and the declaration of a Distribution pursuant to this Section 4.01(a), the Manager shall give notice to each Member of the foregoing sentencerecord date, insolvency means the inability amount and the terms of the Company to meet its Distribution and the payment obligations when duedate thereof. In furtherance of the foregoing, it is intended that the Manager shall, to the extent permitted by applicable LawLaw and hereunder, have the right in its sole discretion to make Distributions of Distributable Cash to the Members pursuant to this Section ‎4.01(a4.01(a) in such amounts as shall enable PubCo the Corporation to pay dividends or to meet its obligations, including its obligations pursuant to the Tax Receivable Agreement (to the extent such obligations are not otherwise able to be satisfied as a result of Tax Distributions tax distributions required to be made pursuant to Section ‎4.01‎(b)4.01(b) or reimbursements required to be made pursuant to Section 6.06).

Distributable Cash; Other Distributions. (i) To the extent permitted by the Delaware Act, other applicable Law and hereunder, Distributions to Members may be declared by the Manager out of Distributable Cash or other funds or property legally available therefor in such amounts, at such time amounts and on such terms (including the payment dates of such Distributions) as the Manager Manager, in its sole discretion discretion, shall determine using such record date as the Manager may designate. All ; such Distributions made under this Section ‎4.01 shall be made to the Members as of the close of business on such record date on a pro rata basis in accordance with this Section 4.01each Member’s Percentage Interest as of the close of business on such record date; provided, however, that the Manager shall have the obligation to make Distributions as set forth in Section ‎4.01‎(bSections 4.01(b) and Section ‎12.0214.02; providedand provided further that, further, that notwithstanding any other provision herein to the contrary, no Distributions shall be made to any Member to the extent such Distribution would render the Company insolvent or violate Section 18-607 of the Delaware Act. For purposes Promptly following the designation of a record date and the declaration of a Distribution pursuant to this Section 4.01(a), the Manager shall give notice to each Member of the foregoing sentencerecord date, insolvency means the inability amount and the terms of the Company to meet its Distribution and the payment obligations when duedate thereof. In furtherance of the foregoing, it is intended that the Manager shall, to the extent permitted by applicable LawLaw and hereunder, have the right in its sole discretion to make Distributions of Distributable Cash to the Members pursuant to this Section ‎4.01(a4.01(a) in such amounts as shall enable PubCo the Corporation to pay dividends or to meet its obligations, including its obligations pursuant to the Tax Receivable Agreement (to the extent such obligations are not otherwise able to be satisfied as a result of Tax Distributions required to be made pursuant to Section ‎4.01‎(b)4.01(b) or reimbursements required to be made pursuant to Section 6.05).

Distributable Cash; Other Distributions. (i) To the extent permitted by the Delaware Act, other applicable Law and hereunder, Distributions to Members may be declared by the Manager out of Distributable Cash or other funds or property legally available therefor in such amounts, at such time amounts and on such terms (including the payment dates of such Distributions) as the Manager in its sole discretion shall determine using such record date as the Manager may designate. All ; such Distributions made under this Section ‎4.01 shall be made to the Members as of the close of business on such record date on a pro rata basis in accordance with this Section 4.01each Member’s Percentage Interest as of the close of business on such record date; provided, however, that the Manager shall have the obligation to make Distributions as set forth in Section ‎4.01‎(b) and Section ‎12.0210.2; provided, further, that notwithstanding any other provision herein to the contrary, no Distributions shall be made to any Member to the extent such Distributions would violate TBOC. Promptly following the designation of a record date and the declaration of a Distribution would render pursuant to this Section 5.1(a), the Company insolvent or violate the Delaware Act. For purposes Manager shall give notice to each Member of the foregoing sentencerecord date, insolvency means the inability amount and the terms of the Company to meet its Distribution and the payment obligations when duedate thereof. In furtherance of the foregoing, it is intended that the Manager shall, to the extent permitted by applicable LawLaw and hereunder, have the right in its sole discretion to make Distributions of Distributable Cash to the Members pursuant to this Section ‎4.01(a5.1(a) in such amounts as shall enable PubCo the Corporation to pay dividends or to meet its obligations, including its obligations pursuant to the Tax Receivable Agreement (to the extent such obligations are not otherwise able to be satisfied as a result of Tax Distributions required to be made pursuant to Section ‎4.01‎(b5.1(b)).

Distributable Cash; Other Distributions. (i) To Subject to Section 4.01(b), to the extent permitted by the Delaware Act, other applicable Law and hereunder, Distributions to Members may be declared by the Manager out of Distributable Cash or other funds or property legally available therefor in such amounts, at such time amounts and on such terms (including the payment dates of such Distributions) as the Manager in its sole discretion shall determine using such record date as the Manager may designate. All ; such Distributions made under this Section ‎4.01 shall be made to the Members as of the close of business on such record date on a pro rata basis in accordance with this Section 4.01each Member’s Percentage Interest as of the close of business on such record date; provided, however, that the Manager shall have the obligation to make Distributions as set forth in Section ‎4.01‎(bSections 4.01(b) and Section ‎12.0214.02; providedand provided further that, further, that notwithstanding any other provision herein to the contrary, no Distributions shall be made to any Member to the extent such Distribution would render the Company insolvent or violate the Delaware Actinsolvent. For purposes of the foregoing sentence, insolvency means the inability of the Company to meet its payment obligations when due. Promptly following the designation of a record date and the declaration of a Distribution pursuant to this Section 4.01(a), the Manager shall give notice to each Member of the record date, the amount and the terms of the Distribution and the payment date thereof. In furtherance of the foregoing, it is intended that the Manager shall, to the extent permitted by applicable LawLaw and hereunder, have the right in its sole discretion to make Distributions of Distributable Cash to the Members pursuant to this Section ‎4.01(a4.01(a) in such amounts as shall enable PubCo the Corporation to pay dividends or to meet its obligations, including its obligations pursuant to the Tax Receivable Agreement (to the extent such obligations are not otherwise able to be satisfied as a result of Tax Distributions required to be made pursuant to Section ‎4.01‎(b4.01(b)).

Distributable Cash; Other Distributions. (i) To the extent permitted by the Delaware Act, other applicable Law and hereunder, Distributions to Members may be declared by the Manager out of Distributable Cash or other funds or property legally available therefor in such amounts, at such time amounts and on such terms (including the payment dates of such Distributions) as the Manager in its sole discretion shall determine using such record date as the Manager may designate. All ; such Distributions made under this Section ‎4.01 shall be made to the Members as of the close of business on such record date on a pro rata basis in accordance with this each Member’s Percentage Interest (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.014.1(b)(v)) as of the close of business on such record date; providedprovided , however, that the Manager shall have the obligation to make Distributions as set forth in Section ‎4.01‎(bSections 4.1(b) and Section ‎12.0213.2; providedand provided further that, further, that notwithstanding any other provision herein to the contrary, no Distributions shall be made to any Member to the extent such Distribution would render the Company insolvent or violate the Delaware Actinsolvent. For purposes of the foregoing sentence, insolvency means the inability of the Company to meet its payment obligations when due. Promptly following the designation of a record date and the declaration of a Distribution pursuant to this Section 4.1(a), the Manager shall give notice to each Member of the record date, the amount and the terms of the Distribution and the payment date thereof. In furtherance of the foregoing, it is intended that the Manager shall, to the extent permitted by applicable LawLaw and hereunder, have the right in its sole discretion to make Distributions of Distributable Cash to the Members pursuant to this Section ‎4.01(a4.1(a) in such amounts as shall enable PubCo to pay dividends or to meet its obligations, including its obligations pursuant to the Tax Receivable Agreement (to the extent such obligations are not otherwise able to be satisfied as a result of Tax Distributions required to be made pursuant to Section ‎4.01‎(b4.1(b)).