Distribution to Members. Any Material to be distributed to the Members shall be made in proportion to their respective Percentage Interests, and corresponding credits shall be made to the Business Account on the basis provided in Section 3.2.
Distribution to Members. Distributions in Liquidation due to the Members may be made by either or a combination of the following methods: selling the Company assets and distributing the net proceeds, or by distributing the Company assets to the Members at their net Fair Market Value in kind. Any liquidating Distribution in kind to the Members may be made either by a pro-rata Distribution of undivided interests or, upon the affirmative Vote of all Members, by non pro-rata Distribution of specific assets at Fair Market Value on the effective date of Distribution. Any Distribution in kind may be made subject to, or require assumption of, liabilities to which such property may be subject, but in the case of any non pro-rata Distribution only upon the express written agreement of the Member receiving the Distribution. Each Member hereby agrees to save and hold harmless the other Members from such Member's share of any and all such liabilities which are taken subject to or assumed. Appropriate and customary prorations and adjustments shall be made incident to any Distribution in kind. The Members will look solely to the assets of the Company for the return of their Capital Contributions, and if the assets of the Company remaining after the payment or discharge of the debts and liabilities of the Company are insufficient to return such contributions, they will have no recourse against any other Member.
Distribution to Members. On or before the last business day of each calendar quarter, the Company may make distributions of cash or cash equivalents to the Members based upon the Available Cash of the Company. The Managing Member shall first determine the amount of Available Cash of the Company available for distribution, and then the Board of Managers shall determine the aggregate amount of distributions which may be made to the Members and the Members shall share in such total distributions in accordance with each Member’s Profit Distribution Share.
Distribution to Members. The Managers shall determine, in their sole discretion, the amount and timing of all distributions from the Company. Distributions shall be divided among the Members in accordance with their Percentage Interests. Distributions in kind shall be made on the basis of agreed value as determined by the Managers. Notwithstanding the foregoing, the Company may not make a distribution to its Members to the extent that, immediately after giving effect to the distribution, the liabilities of the Company, other than liabilities to Members with respect to their interests and liabilities for which the recourse of creditors is limited to specified property of the Company, exceed the fair value of the Company assets, except that the fair value of property that is subject to liability for which recourse of creditors is limited, shall be included in the Company assets only to the extent that the fair value of the property exceeds that liability.
Distribution to Members. At the end of each calendar quarter, subject only to the qualifications and limitations set forth below, the Company shall distribute its available excess earnings to its members, to be divided among them in accordance with their Membership Interests. Distributions in kind shall be made on the basis of agreed value as determined by the Members. Notwithstanding the foregoing, the Company may not make a distribution to its Members to the extent that, immediately after giving effect to the distribution, all liabilities of the Company, other than liabilities to the Members with respect to their interests and liabilities for which the recourse of creditors is limited to specified property of the Company, exceed the fair value of the Company assets; except that the fair value of property that is subject to liability for which recourse of creditors is limited, shall be included in the Company assets only to the extent that the fair value of the property exceeds that liability.
Distribution to Members. Distributions of available cash, as determined by the Board of Managers, shall be made at least annually within seventy-five (75) days after the end of each Fiscal Year. Distributions also may be made, in the sole and absolute discretion of the Board of Managers, after retention of appropriate reserves, at other times during any Fiscal Year in anticipation of the year-end determination thereof, and such Distributions shall be subject to year-end adjustment. The Members agree that, within thirty (30) days after determination by the LLC that an overpayment was made to any Member for any Fiscal Year pursuant to this Section 6.3, such Member shall repay the overpayment unless the Board of Managers otherwise agrees to allow such overpayment to be a credit against future Distributions, or make such other adjustments as the Board of Managers determines to be appropriate to remedy such overpayment.
Distribution to Members. Distributions in Liquidation due to the Members will be made by distributing the Company assets to the Members at their net Fair Market Value in kind unless all Members unanimously agree in writing to the sale of the Company's assets and the Distribution of the proceeds thereof. Any liquidating Distribution in kind to the Members may be made either by a pro rata Distribution of Shares (pursuant to Section 6.5, if applicable) or, with respect to other assets, undivided interests in such assets or, if the Members unanimously agree in writing, by non-pro rata Distribution of specific assets at Fair Market Value on the effective date of Distribution. Any Distribution in kind may be made subject to, or require assumption of, liabilities to which such property may be subject, but in the case of any non-pro rata Distribution only upon the express written agreement of the Member receiving the Distribution. Each Member hereby agrees to save and hold harmless the other Members from such Member's share of any and all such liabilities which are taken subject to or assumed. Appropriate and customary prorations and adjustments shall be made incident to any Distribution in kind.
Distribution to Members. At the end of each calendar quarter, subject only to the qualifications and limitations set forth below, the Company shall, unless provided otherwise in accordance with Section 8.9(b) or Section 8.9(c), distribute its Available Excess Earnings (as hereinafter defined) to its members, to be divided among them in accordance with their Membership Interests as set forth on Exhibit A hereto. As used herein, "
Distribution to Members. The Company shall not distribute (or allow to be distributed) to its members, with respect to their respective membership interests, any cash or other property of the Company or its subsidiaries if, at the time of the proposed distribution, any amounts (whether principal or interest) are outstanding under the Credit Documents or the Target Center Lending Documents (as such terms are defined in the Contribution Agreement). Furthermore, the Company shall pay all available cash flow to Prime in payment of the Company's outstanding obligations, if any, under the Working Capital Line and Development Facility (as such terms are defined in the Contribution Agreement), irrespective of whether such payments exceed the minimum required payments under the Working Capital Line and Development Facility. For purposes of allocating such payments among any two or more of such outstanding obligations, such payments shall be allocated pro rata, based upon the respective balances of such obligations, unless (i) a greater portion of the payment is required to be paid toward a given obligation in order to prevent a default with respect to that obligation (but only to the extent necessary to prevent such a default) or (ii) eighty percent (80%) of the managers of the Company elect to allocate the payments in a different manner. Notwithstanding the foregoing, as long as no party other than PMSI or Prime is in default under the Contribution Agreement or any other Transaction Document (as defined in the Contribution Agreement, but excluding, however, the Credit Documents and the Target Center Lending Documents), then, to the extent that (but only to the extent that) the Company possesses the cash flow necessary (in the reasonable discretion of a majority of its managers) to pay its liabilities in the ordinary course consistent with past practices, the Company agrees to make quarterly estimates of its taxable income for the current tax year and, if not prohibited by law, distribute quarterly (the "Quarterly Distributions") an amount that would cover the federal and state income taxes required to be paid by its members with respect such taxable income, based on each member's then current proportionate interest in the Company, assuming that all members pay income taxes on the Company's taxable earnings at a rate equal to the highest effective individual tax rate in effect from time to time (the "Assumed Tax Rate"); provided, further, that the Company shall determine its actual taxable...
Distribution to Members. Distributions shall be distributed at least annually within one hundred twenty (120) days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2005. Distributions also may be distributed, in the sole and absolute discretion of the Board of Managers, after retention of appropriate reserves, at other times during any Fiscal Year in anticipation of the year-end determination thereof, and such Distributions shall be subject to year-end adjustment. The Members agree that, within thirty (30) days after determination by the LLC that an overpayment was made to any Member for any Fiscal Year pursuant to this Section 6.3, such Member shall repay the overpayment unless the Board of Managers otherwise agrees to allow such overpayment to be a credit against future Distributions, or make such other adjustments as the Board of Managers determines to be appropriate to remedy such overpayment.
