Permitted Distribution. (a) Distributions declared and made by Parent or any of its Subsidiaries solely for the purpose of making, or permitting Parent to make, payments on account of obligations owed under any HY Notes, Permitted Additional HY Notes and Permitted Convertible Notes which payments are permitted to be made under Section 10.2.8(c);
Permitted Distribution. (a) Notwithstanding any other provision of this deed, APD may:
Permitted Distribution. (a) any Distribution by any Obligor to Parent (i) at any time when no Event of Default exists or would result therefrom, solely to pay general administrative expenses of Parent in the Ordinary Course of Business in an aggregate amount not to exceed $30,000,000 in any Fiscal Year; and (ii) solely to pay domestic (U.S.) Taxes of any Obligor; and
Permitted Distribution. Prior to or at the Closing, the ---------------------- Company may, in its sole discretion, make a cash distribution (a "Permitted Distribution") to the Shareholder in an amount equal to (i) the net worth of the Company, determined in accordance with GAAP, but not taking into account any adjustments for Interim Period Add-Backs, as of June 30, 1998, minus (ii) six percent (6%) of the Company's revenues, determined in accordance with GAAP, for the twelve (12) months ending June 30,
Permitted Distribution. The Company shall be entitled, in its sole discretion, to make a one-time cash distribution immediately prior to the Closing to the Stockholder Representative (for distribution to each Company Holder in accordance with their Earnout Pro-Rata Portion) in an aggregate amount of the Net Working Capital of the Company less the Escrow Amount (the “Permitted Distribution”).
Permitted Distribution. The Company shall have made the Permitted Distribution. For purposes hereof, "Permitted Distribution" means the total cash and cash equivalents of the Company minus the total liabilities (each as calculated in accordance with GAAP, consistently applied) of the Company, each as of the closing of business on the day prior to the Closing Date. The Company shall provide Parent with the opporunity to review its preliminary calculation of the Permitted Distribution not less than five business days prior to any payment of the Permitted Distribution and will provide Parent with advance notice of any material changes from such preliminary calculation prior to any payment thereof.
Permitted Distribution. The definition of “Permitted Distributions” as set forth in Section 1.1 of the Loan Agreement is hereby deleted in its entirety and the following is substituted therefor: Permitted Distribution: (a) Distributions declared and made by Parent or any of its Subsidiaries solely for the purpose of making, or permitting Parent to make, payments on account of obligations owed under the HY Note Facility which payments are permitted to be made under Section 10.2.8(c), and (b) other Distributions declared and made by Parent or any Borrower which are approved by Parent’s board of directors so long as (i) immediately before and after giving effect thereto, (A) no Default or Event of Default exists, (B) Availability is not less than the greater of (x) $75,000,000 and (y) 15% of the Borrowing Base in effect at the time of measurement, and (C) Fixed Charge Coverage Ratio is greater than 1.35:1.00, and (ii) projected Fixed Charge Coverage Ratio for the succeeding 6-month period after giving effect to declaring and making any such Distribution is greater than 1.35:1.00.
Permitted Distribution. 31 7.9 Transfer of Insurance Policies..................................32 8. PRE-CLOSING COVENANTS OF THE PURCHASERS................................32 8.1 Satisfaction of Conditions by the Purchasers....................32 8.2 Title to Real Property..........................................32
Permitted Distribution. (a) The Company shall be entitled to distribute to the Shareholders prior to or at the Closing an amount of cash (the "Permitted Distribution of 1999 Earnings") equal to the earnings from the ordinary operations of the Company, as calculated consistently with prior years without any change in accounting principles (except as required by the use of the percentage of completion method of accounting), for the period from January 1, 1999 through the end of the last full calendar month's operations ending prior to the Closing Date; provided, however, that if the Purchasers extend the Closing to a date after June 15, 1999 as permitted by Section 4.1, the Permitted Distribution of 1999 Earnings shall be calculated and distributed for the period from January 1, 1999 through the Closing Date as so extended. Should the cash of the Company at Closing (after withdrawal of cash in the amount of the Owner's Adjustment pursuant to the Adjusted December 31, 1998 Balance Sheet) be less than the Permitted Distribution of 1999 Earnings, as calculated pursuant to Appendix 3.3(a) (any such difference being referred to herein as the "Cash Distribution Shortfall"), the cash portion of the Purchase Price shall be increased by an amount equal to the Cash Distribution Shortfall; provided, that to the extent the Cash Distribution Shortfall exceeds one million dollars ($1,000,000), such excess shall not be paid in cash at Closing, but rather shall be reflected by four new promissory notes of Purchaser (the "Additional Notes"), each in an amount equal to one-fourth of the excess of the Cash Distribution Shortfall over one million dollars ($1,000,000). The Additional Notes will be on the same terms and conditions as the Notes, except that the maturity date shall be thirteen (13) months from the date of issue. In the event that the Adjusted Net Book Value is less than $5,805,000, the cash consideration payable at the Closing shall be reduced as provided in Section 3.3, and nothing in this Section 7.8 is intended to obviate or vitiate the necessity of making such reduction.
Permitted Distribution. The parties acknowledge that Brookfield Office Properties shall cause one or more of its Subsidiaries to make the Permitted Distribution.
