Common use of Distribution Priority Clause in Contracts

Distribution Priority. Distribution Priority Distributions (including the payments contemplated by clause (a)(ii) below which shall not be an equity transaction), other than distributions upon the liquidation of the Company, and contractual or guaranteed payments, whether in respect of Net Distributable Cash of the Company or otherwise, shall be made to the Members as follows and in the following order of priority: (a) The following distributions (including the payments contemplated by clause (ii) below which shall not be an equity transaction) shall be made each quarter, unless determined otherwise by an Unanimous Vote of the Members: (i) After the end of each Fiscal Year, to the extent permissible pursuant to financing agreements to which the Company is now or hereafter may become a party, the Company shall distribute to each Member the aggregate amount by which (A) United States federal and state income taxes that would be payable by a Member in the highest tax bracket applicable from time to time to a corporation (and taking into account the character of such income), with respect to the taxable income and gains of the Company allocated to such Member for the Fiscal Year of the Company ending in such year and for all prior Fiscal Years, and after giving effect to all deductions and losses of the Company allocated to such Member for such Fiscal Year and prior Fiscal Years, if applicable (and in each case applying such highest applicable tax brackets thereto), exceeds (B) all amounts previously distributed (or deemed distributed) to such Member in respect of its Membership Interest pursuant to this Agreement. Subject to the limitations set forth above, the Company will, where reasonably practicable, make distributions on a quarterly basis to facilitate the payment of quarterly estimated income taxes by the Members, subject to adjustment at or following the end of such calendar year, as the Company may deem appropriate (including the right of the Company to require prompt repayment of amounts distributed under this sentence in excess of that ultimately determined to be required to be distributed for such period). (ii) Thereafter, distributions to the Members will be made in respect of the outstanding balance of all debts and liabilities of the Company to the Members to whom the same are owed, including Member loans and amounts payable to withdrawing members pursuant to Section 10.06, in the ratio of the aggregate outstanding amount owed to each such Member by the Company, until paid in full. (b) Thereafter, the following distributions shall be made if, as and then only to the extent determined from time to time by a Majority Vote of the Members in the sole and absolute discretion of such majority in interest: (i) Distributions to the Members will be made in the ratio of their respective Membership Units. (c) Distributions in connection with the liquidation of the Company shall be made as provided in Article XI hereof.

Distribution Priority. Distribution Priority Distributions (including the payments contemplated by clause (a)(ii) below which shall not be an equity transaction), other than distributions upon the liquidation of the Company, and contractual or guaranteed payments, whether in respect of Net Distributable Cash of the Company or otherwise, shall be made to the Members as follows and in the following order of priority: (a) The following distributions (including the payments contemplated by clause (ii) below which shall not be an equity transaction) shall be made each quarter, unless determined otherwise by an Unanimous Vote of the Members: (i) After the end of each Fiscal Year, to the extent permissible pursuant to financing agreements to which the Company is now or hereafter may become a party, the Company shall distribute to each Member the aggregate amount by which (A) United States federal and state income taxes that would be payable by a Member in the highest tax bracket applicable from time to time to a corporation (and taking into account the character of such income), with respect to the taxable income and gains of the Company allocated to such Member for the Fiscal Year of the Company ending in such year and for all prior Fiscal Years, and after giving effect to all deductions and losses of the Company allocated to such Member for such Fiscal Year and prior Fiscal Years, if applicable (and in each case applying such highest applicable tax brackets thereto), exceeds (B) all amounts previously distributed (or deemed distributed) to such Member in respect of its Membership Interest pursuant to this Agreement. Subject to the limitations set forth above, the Company will, where reasonably practicable, make distributions on a quarterly basis to facilitate the payment of quarterly estimated income taxes by the Members, subject to adjustment at or following the end of such calendar year, as the Company may deem appropriate (including the right of the Company to require prompt repayment of amounts distributed under this sentence in excess of that ultimately determined to be required to be distributed for such period). (ii) Thereafter, distributions to the Members will be made in respect of the outstanding balance of all debts and liabilities of the Company to the Members to whom the same are owed, including Member loans and amounts payable to withdrawing members pursuant to Section 10.06, in the ratio of the aggregate outstanding amount owed to each such Member by the Company, until paid in full. (b) Thereafter, the following distributions shall be made if, as and then only to the extent determined from time to time by a Majority Vote of the Members in the sole and absolute discretion of such majority in interest: (i) Distributions to the Members will be made in the ratio of their respective Membership Units. (c) Distributions in connection with the liquidation of the Company shall be made as provided in Article XI hereof.