Distributions; Withholding. The Liquidation Trustee shall make distributions to the Primary Beneficiaries in accordance with the Plan at such times and in such amounts as the Liquidation Trustee may determine in its sole discretion, after appropriate Reserves have been established to fund amounts required under the Plan; provided, in addition, to the Reserves, the Liquidation Trust may retain and supplement from time to time a supplemental reserve (the “Supplemental Reserve”) in such amount: (a) as is otherwise reasonably necessary to meet contingent liabilities and to maintain the value of the Liquidation Trust Assets during the term of the Liquidation Trust; (b) to otherwise pay reasonable administrative expenses including, without limitation, the compensation and the reimbursement of reasonable, actual and necessary costs, fees, and expenses (including attorneys’ fees and expenses, financial advisor fees and expenses, and Distribution Agent fees and expenses) of the Liquidation Trustee in connection with the performance of its duties in connection with this Liquidation Trust Agreement; and (c) to otherwise satisfy all other liabilities and claims of creditors of the Liquidation Trust incurred or assumed in respect of the Liquidation Trust (or to which the Liquidation Trust Assets are otherwise subject) in accordance with the Plan and this Liquidation Trust Agreement. All such distributions shall be made as provided, and subject to any withholding, the Reserves, or the Supplemental Reserve as set forth in this Liquidation Trust Agreement or the Plan. Additionally, the Liquidation Trustee may withhold from amounts distributable to any Beneficiary any and all amounts, determined in the Liquidation Trustee’s sole discretion, to be required by any law, regulation, rule, ruling, directive, or other governmental requirement. In addition, all distributions under this Liquidation Trust Agreement shall be net of the actual and reasonable costs of making such distributions.
Distributions; Withholding. (i) The Company shall distribute to the Members with respect to each calendar quarter of each Tax Year, on a pro rata basis in accordance with their Membership Percentages, an amount of cash equal to the Estimated Tax Distribution Amount. Each pro rata distribution of the Estimated Tax Distribution Amount shall be made to the Members in immediately available funds no later than three Business Days immediately preceding the date of HoldCo’s corresponding payment obligation under Section 8 of the Tax Matters Agreement. If the Annual Tax Distribution Amount for a Tax Year exceeds the sum of Estimated Tax Distribution Amounts for such Tax Year, the Company shall, within 20 days after filing its Internal Revenue Service Form 1065, distribute to the Members, on a pro rata basis in accordance with their Membership Percentages, an amount of cash equal to such excess. If the sum of Estimated Tax Distribution Amounts for a Tax Year exceeds the Annual Tax Distribution Amount for such Tax Year, the Company shall so notify each of the Members and each Member shall, within 20 days after the Company files its Internal Revenue Service Form 1065, refund to the Company its pro rata share of such excess or, at the Company’s election, offset such excess against future distributions pursuant to this Section 8.02(a)(i).
Distributions; Withholding. Subject to Section 8.17 of the Plan and Sections 1.6, 3.3 and 6.2(b) of this Agreement, the Litigation Trustee shall distribute, in accordance with this Article 6, to the Litigation Trust Beneficiaries, all net Cash income plus all net Cash proceeds from the liquidation of Litigation Trust Assets (including as Cash, for this purpose, all Cash Equivalents); provided, however, that, subject to Section 6.2(b) of this Agreement, the Litigation Trust may retain and not distribute to the Litigation Trust Beneficiaries such amounts as determined by the Litigation Trustee (i) as are reasonably necessary to meet contingent liabilities of the Litigation Trust during liquidation, (ii) to pay reasonable and necessary expenses incurred in connection with liquidation and any taxes imposed on the Litigation Trust or in respect of the Litigation Trust Assets, and (iii) as are reasonably necessary to establish and maintain a separate reserve for the Litigation Trust Interests to be distributed to holders of unliquidated or disputed FairPoint Communications Unsecured Claims. Reorganized FairPoint (or, as the case may be, the court-appointed claims agent) shall provide the Litigation Trustee with such information as may be reasonably requested by the Litigation Trustee regarding the claims register for purposes of maintaining and establishing the reserve set forth in clause (iii) of the preceding sentence. To the extent that any distributions and/or payments are required to be made pursuant to this Agreement to repay the Initial Litigation Trust Funds to the holders of Allowed Prepetition Credit Agreement Claims, such repayment shall be made to the Prepetition Credit Agreement Agent for the account and on behalf of the holders of Allowed Prepetition Credit Agreement Claims, which shall distribute the same to the holders of Allowed Prepetition Credit Agreement Claims in accordance with the Plan. All distributions and/or payments to be made to the holders of Litigation Trust Interests pursuant to this Agreement shall be made to each holder of Litigation Trust Interests pro rata based on the amount of Litigation Trust Interests held by such holder of Litigation Trust Interests compared with the aggregate amount of the Litigation Trust Interests outstanding, subject, in each case, to the terms of the Confirmation Order, the Plan and this Agreement. The Litigation Trustee may withhold from amounts distributable to any Person any and all amounts, determined in the Litigation Trust...
Distributions; Withholding. Quarterly, the Trustee shall distribute Litigation Trust Assets that become deliverable during the preceding calendar quarter subject to the priority of distribution under Section 6.7; provided, however, that the Trustee must retain and reserve an escrow of such amounts as are reasonably necessary to satisfy amounts that would be distributable in respect of Disputed Claims if the Disputed Claims were allowed in the face amount of such Disputed Claims (the “Disputed Claim Reserve”), and any such other amounts (such as other claims or other contingent liabilities) as reasonably necessary in his business judgment to fulfill his duties under the Plan or this Agreement.
Distributions; Withholding. In the event that any amount is to be paid to, or for the benefit of, a SARs Participant in accordance with this Agreement or the Interest Holder Representative Agreement and the Interest Holder Representative determines to remit such payment to the Surviving Company, the Parent and the Surviving Company hereby agree that the Surviving Company shall promptly pay such amounts to the applicable SARs Participants, subject to withholding pursuant to Section 2.09(e), and in accordance with their Allocable Portion (as determined by the Interest Holder Representative) of such amount.
Distributions; Withholding. (i) To the fullest extent permitted by Law, but subject to Annex 1, the Company shall distribute to the Common Members with respect to each Estimated Tax Distribution Period of each Tax Year, on a pro rata basis in accordance with their Membership Percentages, an amount of cash such that the cumulative amount distributed pursuant to this Section 8.02(a)(i) for such Tax Year is equal to the Estimated Tax Distribution Amount with respect to such Estimated Tax Distribution Period; provided that if the Annual Tax Distribution Amount for a Tax Year exceeds the Estimated Tax Distribution Amount with respect to the last Estimated Tax Distribution Period of such Tax Year, the Company shall, within 20 days after filing its Internal Revenue Service Form 1065, distribute to the Common Members, on a pro rata basis in accordance with their Membership Percentages, an amount of cash equal to such excess; provided further that if the Estimated Tax Distribution Amount with respect to the last Estimated Tax Distribution Period of a Tax Year exceeds the Annual Tax Distribution Amount for such Tax Year, the Company shall so notify each of the Common Members, and each Common Member shall, within 20 days after the Company files its Internal Revenue Service Form 1065, refund to the Company its pro rata share of such excess or, at the Company’s election, offset such excess against future distributions pursuant to this Section 8.02(a)(i).
Distributions; Withholding. As soon as reasonably practicable after the Effective Date, the Shared Assets Trust, after funding the Trust Funding and establishing the Claims Reserve and/or reserving any other Cash as determined by the Shared Assets Trustee and the Beneficiary Committee, shall distribute to the Class A and Class B Beneficiaries in accordance with Section 6.2 all excess Cash, if any. Subject to the discretion of the Beneficiary Committee, the Shared Assets Trust shall make quarterly distributions of Cash to the Class A Beneficiaries and the Class B Beneficiary in accordance with Section 6.2. The Shared Assets Trustee may withhold from amounts distributable to any Person any and all amounts, determined in the Shared Assets Trustee’s reasonable sole discretion, required by any law, regulation, rule, ruling, directive or other governmental requirement. As provided in the Plan, Beneficiaries shall, as a condition to receiving distributions, provide such information and take such steps as the Shared Assets Trustee may reasonably require to ensure compliance with withholding and reporting requirements, and to enable the Shared Assets Trustee to obtain certifications and information as may be necessary or appropriate to satisfy the provisions of any tax law.
Distributions; Withholding. (a) The Unsecured Claims Trustee shall, in consultation with the Unsecured Claims Trust Board, make distributions to the holders of the Unsecured Claims Trust Interests, as soon as practicable, consistent with terms of the Unsecured Claims Trust Agreement and the Plan; provided, that the Unsecured Claims Trustee shall distribute at least annually all Unsecured Claims Trust Proceeds other than such amounts as it determines may be necessary to retain in order to maintain the Disputed Unsecured Claims Reserve Account and the Expense Account. Distributions of the net income of the Unsecured Claims Trust, plus all net proceeds from the Unsecured Claims Trust Assets, shall be made to the Unsecured Claims Trust Beneficiaries on or as soon as practicable after the date on which (i) all Disputed Unsecured Claims have become either Allowed or Disallowed, (ii) all Trustee Causes of Action have been fully and finally settled, resolved or abandoned and (iii) all fees, expenses and costs expended or incurred by or on behalf of the Unsecured Claims Trustee have been paid (the “Unsecured Claims Trust Distribution Date”), subject to the provisions of this Section 6.1.
Distributions; Withholding. Section 5.01 Distributions to the Members 18 Section 5.02 Withholding 19 ARTICLE VI
Distributions; Withholding. The Wind Down Entity Trustee shall make distributions to the Lender Wind Down Claimholders and/or Beneficiaries in accordance with the terms of the Plan and this Agreement at least once every 60 days unless such distributions would be less than $250,000 in the aggregate. Notwithstanding the foregoing, the Wind Down Entity Board may authorize the Wind Down Entity Trustee to retain proceeds from the Post-Effective Date Assets to fund additional costs of the Wind Down Entity or the Non-Debtor Subsidiaries following the date hereof, provided that such amount shall not exceed the amount provided for in the Wind Down Entity Budget. The Wind Down Entity may withhold from amounts otherwise distributable to any Entity any and all amounts, determined in the Wind Down Entity Trustee’s reasonable discretion but not to exceed, together with all other cash held by the Wind Down Entity at such time, $85 million, that may be required by this Agreement, or any law, regulation, rule, ruling, directive, treaty or other governmental requirement. Any party issuing any instrument or making any distribution under the Plan shall comply with all applicable withholding and reporting requirements imposed by any U.S. federal, state or local tax law or tax authority, and all distributions under this Agreement shall be subject to any such withholding or reporting requirements. Notwithstanding the above, each holder of an Allowed Claim and each Beneficiary that is to receive a distribution shall have the sole and exclusive responsibility for the satisfaction and payment of any Taxes imposed on such holder by any governmental unit, including income, withholding and other Tax obligations, on account of such distribution. The Wind Down Entity has the right, but not the obligation, to not make a distribution until any such holder has made arrangements satisfactory to the Wind Down Entity Trustee for payment of any such Tax obligations, and, if the Wind Down Entity fails to withhold with respect to any such holder’s distribution and is later held liable for the amount of such withholding, such holder shall reimburse the Wind Down Entity. The Wind Down Entity Trustee may require, as a condition to the receipt of a distribution, that the applicable holder complete the appropriate Form W-8 or Form W-9, as applicable to such holder. If the holder fails to comply with such a request within 180 days, such distribution shall be deemed to be Unclaimed Property (defined below). Prior to the making of...
