Common use of Return of Distributions Clause in Contracts

Return of Distributions. In accordance with the Act and the laws of the State of Delaware, a Member may, under certain circumstances, be required to return amounts previously distributed to such Member. It is the intent of the Members that no distribution to any Member pursuant to ARTICLE IV shall be deemed a return of money or other property paid or distributed in violation of the Act. The payment of any such money or distribution of any such property to a Member shall be deemed to be a compromise within the meaning of Section 18-502(b) of the Act, and, to the fullest extent permitted by law, any Member receiving any such money or property shall not be required to return any such money or property to the Company or any other Person. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Member is obligated to make any such payment, such obligation shall be the obligation of such Member and not of any other Member.

Appears in 19 contracts

Samples: Limited Liability Company Agreement (PBF Energy Inc.), Limited Liability Company Agreement (Habit Restaurants, Inc.), Limited Liability Company Agreement (PBF Energy Inc.)

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Return of Distributions. In accordance with the Act and the laws of the State of Delaware, a Member member of a limited liability company may, under certain circumstances, be required to return amounts previously distributed to such Membermember. It is the intent of the Members that no distribution to any Member pursuant to ARTICLE IV Article V hereof shall be deemed a return of money or other property paid or distributed in violation of the Act. The payment of any such money or distribution of any such property to a Member shall be deemed to be a compromise within the meaning of Section 18-502(b) of the Act, and, to and the fullest extent permitted by law, any Member receiving any such money or property shall not be required to return to any Person any such money or property to the Company or any other Personproperty. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Member is obligated to make any such payment, such obligation shall be the obligation of such Member and not of any Representative or other Member.

Appears in 14 contracts

Samples: Limited Liability Company Agreement (NTK Holdings, Inc.), Limited Liability Company Agreement (Nortek Inc), Limited Liability Company Agreement (Birds Eye Foods, Inc.)

Return of Distributions. In accordance with the Act and the laws of the State of Delaware, a Member may, under certain circumstances, be required to return amounts previously distributed to such Member. It is the intent of the Members that no distribution to any Member pursuant to ARTICLE Article IV shall be deemed a return of money or other property paid or distributed in violation of the Act. The payment of any such money or distribution of any such property to a Member shall be deemed to be a compromise within the meaning of Section 18-502(b) of the Act, and, to the fullest extent permitted by law, any Member receiving any such money or property shall not be required to return any such money or property to the Company or any other Person. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Member is obligated to make any such payment, such obligation shall be the obligation of such Member and not of any other Member.

Appears in 9 contracts

Samples: Limited Liability Company Agreement (Terraform Global, Inc.), Limited Liability Company Agreement (TerraForm Power, Inc.), Merger and Sponsorship Transaction Agreement (TerraForm Power, Inc.)

Return of Distributions. In accordance with the Act and the laws of the State of Delaware, a Member member of a limited liability company may, under certain circumstances, be required to return amounts previously distributed to such Membermember. It is the intent of the Members that no distribution to any Member pursuant to ARTICLE Article IV shall be deemed a return of money or other property paid or distributed in violation of the Act. The payment of any such money or distribution of any such property to a Member shall be deemed to be a compromise within the meaning of Section 18-502(b) of the Act, and, to and the fullest extent permitted by law, any Member receiving any such money or property shall not be required to return to any Person any such money or property to the Company or any other Personproperty. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Member is obligated to make any such payment, such obligation shall be the obligation of such Member and not of any Manager or other Member.

Appears in 7 contracts

Samples: Limited Liability Company Agreement (21st Century Oncology Holdings, Inc.), Limited Liability Company Agreement (21st Century Oncology Holdings, Inc.), Limited Liability Company Agreement (21st Century Oncology Holdings, Inc.)

Return of Distributions. In accordance with the Act and the laws of the State of Delaware, a Member may, under certain circumstances, be required to return amounts previously distributed to such Member. It is the intent of the Members that no distribution to any Member pursuant to ARTICLE IV shall be deemed a return of money or other property paid or distributed in violation of the Act. The payment of any such money or distribution of any such property to a Member shall be deemed to be a compromise within the meaning of Section 18-502(b) of the Act, and, to the fullest extent permitted by lawLaw, any Member receiving any such money or property shall not be required to return any such money or property to the Company or any other Person. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Member is obligated to make any such payment, such obligation shall be the obligation of such Member and not of any other Member.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (57th Street General Acquisition Corp), Limited Liability Company Agreement (57th Street General Acquisition Corp), Equity Purchase Agreement (Hicks Acquisition CO II, Inc.)

Return of Distributions. In accordance with the Act and the laws of the State of Delaware, a Member member of a limited liability company may, under certain circumstances, be required to return amounts previously distributed to such Membermember. It is the intent of the Members that no distribution to any Member pursuant to ARTICLE IV Article V hereof shall be deemed a return of money or other property paid or distributed in violation of the Act. The payment of any such money or distribution of any such property to a Member shall be deemed to be a compromise within the meaning of Section 18-502(b) of the Act, and, to and the fullest extent permitted by law, any Member receiving any such money or property shall not be required to return to any Person any such money or property to the Company or any other Personproperty. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Member is obligated to make any such payment, such obligation shall be the obligation of such Member and not of any Manager or other Member.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Hawkeye Holdings, Inc.), Limited Liability Company Agreement (Walgreens Boots Alliance, Inc.), Limited Liability Company Agreement (Walgreens Boots Alliance, Inc.)

Return of Distributions. In accordance with the Act and the laws Laws of the State of Delaware, a Member member of a limited liability company may, under certain circumstances, be required to return amounts previously distributed to such Membermember. It is the intent of the Members that no distribution to any Member pursuant to ARTICLE IV Article V of this Agreement shall be deemed a return of money or other property paid or distributed in violation of the Act. The payment of any such money or distribution of any such property to a Member shall be deemed to be a compromise within the meaning of Section 18-502(b) of the Act, and, to and the fullest extent permitted by law, any Member receiving any such money or property shall not be required to return to any Person any such money or property property, except to the Company or any other Personextent such Member has breached this Agreement. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Member is obligated to make any such payment, such obligation shall be the obligation of such Member and not of any other Member.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Vantiv, Inc.), Limited Liability Company Agreement (Vantiv, Inc.), Limited Liability Company Agreement (Charter Communications, Inc. /Mo/)

Return of Distributions. In accordance with the Act and the laws of the State of Delaware, a Member member of a limited liability company may, under certain circumstances, be required to return amounts previously distributed to such Membermember. It is the intent of the Members that no distribution to any Member pursuant to ARTICLE IV shall be deemed a return of money or other property paid or distributed in violation of the Act. The payment of any such money or distribution of any such property to a Member shall be deemed to be a compromise within the meaning of Section 18-502(b) of the Act, and, to and the fullest extent permitted by law, any Member receiving any such money or property shall not be required to return to any Person any such money or property to the Company or any other Personproperty. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Member is obligated to make any such payment, such obligation shall be the obligation of such Member and not of any other Member.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Duff & Phelps Corp), Limited Liability Company Agreement (Duff & Phelps Corp)

Return of Distributions. In accordance with the Act and the laws of the State of Delaware, a Member may, under certain circumstances, be required to return amounts previously distributed to such Member. It is the intent of the Members that no distribution to any Member pursuant to ARTICLE IV Article V shall be deemed a return of money or other property paid or distributed in violation of the Act. The payment of any such money or distribution of any such property to a Member shall be deemed to be a compromise within the meaning of Section 18-502(b) of the Act, and, to the fullest extent permitted by law, any Member receiving any such money or property shall not be required to return any such money or property to the Company or any other Person. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Member is obligated to make any such payment, such obligation shall be the obligation of such Member and not of any other Member.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (ZAIS Group Holdings, Inc.), Limited Liability Company Agreement (Hf2 Financial Management Inc.)

Return of Distributions. In accordance with the Act and the laws Laws of the State of Delaware, a Member member of a limited liability company may, under certain circumstances, be required to return amounts previously distributed to such Membermember. It is the intent of the Members that no distribution to any Member pursuant to ARTICLE IV Article V of this Agreement shall be deemed a return of money or other property paid or distributed in violation of the Act. The payment of any such money or distribution of any such property to a Member shall be deemed to be a compromise within the meaning of Section 18-502(b) of the Act, and, to and the fullest extent permitted by law, any Member receiving any such money or property shall not be required to return to any Person any such money or property property, except to the Company extent such Member has breached this Agreement with respect to the receipt of such money or any other Personproperty. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Member is obligated to make any such payment, such obligation shall be the obligation of such Member and not of any Director or other Member.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Total System Services Inc)

Return of Distributions. In accordance with the Act and the laws Laws of the State of Delaware, a Member member of a limited liability company may, under certain circumstances, be required to return amounts previously distributed to such Membermember. It is the intent of the Members that no distribution to any Member pursuant to ARTICLE IV Article V of this Agreement shall be deemed a return of money or other property paid or distributed in violation of the Act. The payment of any such money or distribution of any such property to a Member shall be deemed to be a compromise within the meaning of Section 18-502(b) of the Act, and, to and the fullest extent permitted by law, any Member receiving any such money or property shall not be required to return to any Person any such money or property property, except to the Company or any other Personextent such Member has breached this Agreement. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Member is obligated to make any such payment, such obligation shall be the obligation of such Member and not of any Director or other Member.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Fifth Third Bancorp)

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Return of Distributions. In accordance with the Act and the laws of the State of Delaware, a Member may, under certain circumstances, be required to return amounts previously distributed to such Member. It is the intent of the Members that no distribution to any Member pursuant to ARTICLE IV shall be deemed a return of money or other property paid or distributed in violation of the Act. The payment of any such money or distribution of any such property to a Member shall be deemed to be a compromise within the meaning of Section 18-502(b18502(b) of the Act, and, to the fullest extent permitted by law, any Member receiving any such money or property shall not be required to return any such money or property to the Company or any other Person. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Member is obligated to make any such payment, such obligation shall be the obligation of such Member and not of any other Member.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Ub Fuel Cell, LLC)

Return of Distributions. In accordance with the Act and the laws of the State of Delaware, a Member may, under certain circumstances, be required to return amounts previously distributed to such Member. It is the intent of the Members that no distribution to any Member pursuant to ARTICLE IV shall be deemed a return of money or other property paid or distributed in violation of the Act. The payment of any such money or distribution of any such property to a Member shall be deemed to be a compromise within the meaning of Section 18-18- 502(b) of the Act, and, to the fullest extent permitted by law, any Member receiving any such money or property shall not be required to return any such money or property to the Company or any other Person. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Member is obligated to make any such payment, such obligation shall be the obligation of such Member and not of any other Member.

Appears in 1 contract

Samples: Limited Liability Company Agreement (PetIQ, Inc.)

Return of Distributions. In accordance with the Act and the laws of the State of Delaware, a Member may, under certain circumstancesthe circumstances provided for in Sections 18-607 and 18-804 of the Act, be required to return amounts previously distributed to such Member. It is the intent of the Members that no distribution to any Member pursuant to ARTICLE IV shall be deemed a return of money or other property paid or distributed in violation of the Act. The payment of any such money or distribution of any such property to a Member shall be deemed to be a compromise within the meaning of Section 18-502(b) of the Act, and, to the fullest extent permitted by law, any Member receiving any such money or property shall not be required to return any such money or property to the Company or any other Person. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Member is obligated to make any such payment, such obligation shall be the obligation of such Member and not of any other Member.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Us LBM Holdings, Inc.)

Return of Distributions. In accordance with the Act and the laws Laws of the State of Delaware, a Member member of a limited liability company may, under certain circumstances, be required to return amounts previously distributed to such Membermember. It is the intent of the Members that no distribution Distribution to any Member pursuant to ARTICLE IV Article VI or Article XII hereof shall be deemed a return of money or other property paid or distributed in violation of the Act. The payment of any such money or distribution Distribution of any such property to a Member shall be deemed to be a compromise within the meaning of Section 18-502(b) of the Act, and, to and the fullest extent permitted by law, any Member receiving any such money or property shall not be required to return to any Person any such money or property to the Company or any other Personproperty. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Member member is obligated to make any such payment, such obligation shall be the obligation of such Member and not of any the other MemberMembers.

Appears in 1 contract

Samples: Limited Liability Company Agreement

Return of Distributions. In accordance with the Act and the laws of the State of Delaware, a Member member of a limited liability company may, under certain circumstances, be required to return amounts previously distributed to such Membermember. It is the intent of the Members that no distribution to any Member pursuant to ARTICLE Article IV shall be deemed a return of money or other property paid or distributed in violation of the Act. The payment of any such money or distribution of any such property to a Member shall be deemed to be a compromise within the meaning of Section 18-502(b) of the Act, and, to and the fullest extent permitted by law, any Member receiving any such money or property shall not be required to return to any Person any such money or property to the Company or any other Personproperty. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Member is obligated to make any such payment, such obligation shall be the obligation of such Member and not of any Representative or other Member.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Vestar Capital Partners v L P)

Return of Distributions. In accordance with Under the Act and the laws of the State of DelawareDelaware Act, a Member may, under certain circumstances, be required to return amounts previously distributed to such Member. It is the intent of the Members that no distribution Distribution to any Member pursuant to ARTICLE Article IV or Article IX shall be deemed a return of to constitute money or other property paid or distributed in violation of the Act. The payment of any such money or distribution of any such property to a Member shall be deemed to be a compromise within the meaning of Section 18-502(b) of the Delaware Act, and, to and the fullest extent permitted by law, any Member receiving any such money or property Distribution shall not be required to return to any Person any such money or property property, except as otherwise expressly set forth herein or the Delaware Act. If, however, it is required pursuant to the Company Delaware Act or any other Person. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Member is obligated to make any such payment, such obligation shall be the obligation of such Member and not of any the other MemberMembers.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Internap Corp)

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