Distribution Adjustments Sample Clauses
The Distribution Adjustments clause defines how distributions of profits, losses, or assets are modified among parties under certain circumstances. Typically, this clause outlines the specific events or conditions—such as changes in ownership, tax reclassifications, or regulatory requirements—that trigger adjustments to the standard distribution formula. Its core practical function is to ensure that distributions remain fair and compliant with legal or contractual obligations, thereby preventing disputes and maintaining equitable treatment among stakeholders.
Distribution Adjustments. Notwithstanding any contrary provision in this Article IV, no Member shall be entitled to receive distributions in respect of any income or gain arising: (i) in the case of a new Member (other than a new Member who acquires his or her Interest directly from another or previous Member), prior to such Member’s admission; and (ii) in the case of a Member who receives a new or increased interest in the Company, prior to such issuance or increase to the extent attributable to such issuance or increase. Distributions in respect of any income or gain arising prior to such admission, issuance or increase shall be made based upon the Interests of the Members at the time such income or gain arises, net of any deductions or losses, as reasonably determined by the Board of Managers. This Section 4.8 shall be interpreted and implemented consistently with the principles set forth in Regulations Section 1.704-1(b)(2)(iv)(f).
Distribution Adjustments. It is intended that any distributions made by ▇▇▇▇ in respect of the Exchanged Units with respect to any period ending prior to the Reference Date for an Exchange will inure to the benefit of the Participating Sellers; and that the Consideration Units issued in such Exchange shall entitle the Participating Sellers to receive any distributions made by SSG with respect to any period commencing on or after the applicable Reference Date. In the event any such distributions are paid or made to a Person in a manner inconsistent with such intent, then the Parties shall make appropriate adjustments (i) to the consideration delivered in such Exchange or in the subsequent Exchanges or (ii) to distributions or other payments made by SSG with respect to the Consideration Units after the applicable Reference Date.
Distribution Adjustments. Notwithstanding any contrary provision in Section 4.2, no Member shall be entitled to receive distributions in respect of any Net Income or any items of Company income or gain arising: (a) prior to such Member’s admission with respect to an Additional Member or Substitute Member; and (b) with respect to a Member who receives a new or increased interest in the Company, prior to such issuance or increase to the extent attributable to such issuance or increase (in each case, as determined by the Board of Managers). Distributions in respect of any Net Income or any items of Company income or gain arising prior to such admission, issuance or increase shall be made based upon the Percentage Interests of the Members at the time such Net Income or any items of Company income or gain arises, net of any deductions or losses, as determined by the Board of Managers. This
Distribution Adjustments. It is intended that (a) any distributions made by SPD in respect of the Exchanged Securities with respect to any period (i) ending prior to the Reference Date for an Exchange will inure to the benefit of the Seller and (ii) commencing on or after the applicable Reference Date for an Exchange will inure to the benefit of SSG (or its nominee); and that (b) the Consideration Securities issued in such Exchange shall entitle the Seller to receive a cash payment in an amount equal in value to any distributions made by STEP in respect of such Consideration Securities with respect to any period commencing on or after the applicable Reference Date. Consistent with the foregoing, it is intended that any distributions made in respect of the other Equity Securities that are transferred by (A) the Seller to SSG (or its nominee) pursuant to Section 1.1(d) with respect to any period (i) ending prior to the Reference Date for the First Exchange will inure to the benefit of the Seller and (ii) commencing on or after the applicable Reference Date for the First Exchange will inure to the benefit of SSG (or its nominee, as applicable) and (B) SSG (or its nominee) to the Seller pursuant to Section 1.1(d) with respect to any period (i) ending prior to the Reference Date for the First Exchange will inure to the benefit of SSG (or its nominee, as applicable) and (ii) commencing on or after the applicable Reference Date for the First Exchange will inure to the benefit of the Seller. In the event any such distributions are paid or made to a Person in a manner inconsistent with such intent, then the Parties shall make appropriate adjustments to the consideration delivered in such Exchange or in the subsequent Exchanges.
Distribution Adjustments. Notwithstanding any contrary provision in Section 4.2, no Member shall be entitled to receive distributions in respect of any Net Income or any items of Company income or gain arising: (a) prior to such Member’s admission with respect to an Additional Member or Substitute Member; and (b) with respect to a Member who receives a new or increased interest in the Company, prior to such issuance or increase to the extent attributable to such issuance or increase (in each case, as determined by the Board of Managers). Distributions in respect of any Net Income or any items of Company income or gain arising prior to such admission, issuance or increase shall be made based upon the Percentage Interests of the Members at the time such Net Income or any items of Company income or gain arises, net of any deductions or losses, as determined by the Board of Managers. This Section 4.3 shall be interpreted and implemented consistently with the principles set forth in Treasury Regulations Section 1.704-1(b)(2)(iv)(g).
Distribution Adjustments. If after distribution (or determination, in the event there is no distribution) of the Year End Distribution amount, the Company determines (or accepts a determination of the Internal Revenue Service) that the yearly Taxable Income for a taxable year of the Company exceeds the amount upon which the Year End Distribution was based, the Company will, within 30 days, distribute to the Members in proportion to their Membership Interests, the amount by which the Federal Tax Amount, determined with regard to such adjusted yearly Taxable Income, exceeds the amount previously distributed as the Federal Tax Amount for such taxable year (the "Redetermination Amount"). The Members will not be required to return distributions under this Section 5.03 if, after distribution of the Year End Distribution Amount, the Company determines that the yearly Taxable Income of the Company is less than the amount upon which the Year End Distribution was based.
Distribution Adjustments