Member Distributions. It is understood that it is the intention of the Parties to provide at least an annual distribution of cash flow available from operations to the Company members, which distribution shall occur within 30 days following income tax filing for the previous calendar year.
Member Distributions. Except for distributions made to or for the benefit of Seller's members to cover member Tax Liabilities consistent with past practices and consented to by Buyer in advance in a signed writing, which consent shall not be unreasonably withheld, Seller has not made and will not make any distributions to Seller's members since December 31, 2004 other than distributions to Seller's members to cover Tax Liabilities made in June 2005 in the aggregate amount of Three Hundred Three Thousand Four Hundred Seventy-Seven Dollars ($303,477).
Member Distributions. .. 6 Section 4.5 Director and Officer Liability; Indemnification ............................. 6 Section 4.6
Member Distributions. From the date of this Agreement until the Closing Date, Purchaser shall cause the Company to continue to make distributions to its members in the ordinary course of business and consistent with past practice, subject to compliance with the LLC Agreement; provided that any distributions relating to any period on or prior to the Closing Date may be paid after the last day of such period (i.e., the Closing Date). For the avoidance of doubt, the proceeds of the conveyance of real property under Section 4.8 shall be retained by the Company, and no portion of such proceeds shall be distributed to Seller. Section 4.5
Member Distributions. Concurrent with the Closing and simultaneously, upon receiving the Shares, (i) Christals Parent, LLC, a Member of Christals, shall take such action as is necessary cause the distribution of its portion of the Shares to Christals Holding, LLC, the holder of 92% of its outstanding equity interests, and to the holder of a warrant to purchase 8% of Christals Holding, LLC whereupon such warrant shall be cancelled, (ii) Christals Holding, LLC shall distribute the portion of the Shares that it receives to the owners of its securities as specified on Table III of Annex A to this Agreement, and (iii) Dico shall cause its transfer agent to deliver to each person identified in Table III of Annex A a certificate representing the Shares issued to such person in accordance with Table III of Annex A.
Member Distributions. Prior to the completion of fiscal year 2008, no distributions or dividends shall be declared or paid by Borrower to its members or shareholders. After fiscal year-end 2008, the Borrower may declare or pay cash distributions or dividends to its members or shareholders during each fiscal year in an amount not to exceed 40% of net income for the immediately preceding fiscal year following receipt of the audited financial statements for the immediately preceding fiscal year provided the Borrower is and is expected to remain in compliance with all loan-covenants, terms and condition, on a post-distribution basis. All member or shareholder distributions will be subordinate to all payments of principal and interest under the Reimbursement Documents and Bond Documents.
Member Distributions. Declare or pay any distributions to its members either in cash or in any other property, nor redeem, retire, repurchase or otherwise acquire any membership in Borrower other than (a) distributions in an amount needed for the payment of taxes on Borrower’s taxable income; (b) distributions in an amount such that Borrower is in pro-forma compliance with the financial covenants set forth in Section 8, after giving effect to the payment, and no default exists at the time or would exist as a result of making the payment; (c) repurchases or redemptions of equity interests in connection with the exercise of stock options or restricted stock awards; (d) other repurchases or redemptions, pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, officers and employees of the Borrower and its Subsidiaries; (e) repurchases or redemptions of equity interests held by employees, officers or managers of the Borrower upon death or separation from employment or departure; (f) the Closing Date Redemption; and (g) subject to Section 2.6, repurchases of Eligible Equity Interests and Follow on Minority Purchases. If any repurchase or redemption is evidenced by a promissory note or other form of indebtedness, such promissory note or other form of indebtedness must be fully subordinated to all indebtedness owing by the Borrower to the Lender, on terms and conditions satisfactory to the Lender in the Lender’s sole and absolute discretion, including a complete stand-still provision until all Obligations have been paid in full; provided that so long as the Borrower would be in compliance with its Leverage Ratio, the Borrower may make regularly scheduled payments of principal and interest.
Member Distributions. Each of the Sellers has received all distributions and payments which such Seller is entitled to receive as of the date of this Agreement pursuant to the provisions of the Partnership Agreement and this Agreement. Each of the Sellers acknowledges that it has no claims of any kind or nature against the Partnership except with respect to (i) its indemnification rights as provided for in the Partnership Agreement and (ii) any amounts paid or payable to owners of Units in settlement of the Class Action, including amounts due to the LP Buyer based on its 10,433 Units, all rights to which the LP Buyer has transferred to the LP Sellers, and on the Closing Date such Seller will deliver a general release of any rights or claims against the Partnership, the Buyers and each of their respective partners, managers, members, agents, officers and directors, except with respect to its indemnification rights as provided for under the Partnership Agreement and any payment in connection with the settlement of the Class Action. Each of the Seller's indemnification rights discussed herein will be assigned by its percentage ownership in the Partnership immediately prior to the Closing to the Buyers.
