Sharing Payments Clause Samples
The Sharing Payments clause establishes how payments received under a contract are to be distributed among multiple parties. Typically, this clause outlines the method for dividing funds, such as specifying percentages or formulas for allocation, and may address timing and procedures for disbursing payments. Its core practical function is to ensure transparency and fairness in the distribution of monetary proceeds, thereby preventing disputes and misunderstandings among parties regarding payment entitlements.
Sharing Payments. (a) If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans owned by it any payment in excess of its Invested Percentage of the Loans Outstanding (such excess payment, the “Excess Amount”), such Lender shall immediately (i) notify the Borrower and the Administrative Agent of such fact and (ii) repay to the Borrower forthwith on demand by the Administrative Agent or the Borrower the amount so distributed to such Lender in immediately available funds with interest thereon, for each day from and including the date on which such amount is distributed to it to but excluding the date of payment to the Borrower, at the Federal Funds Rate. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of Excess Amounts owed under this Section and will in each case notify each Agent following the payment of any Excess Amounts or the repayment thereof.
(b) If any Lender fails to make any payment required to be made by it pursuant to Section 2.16(a), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), instruct the Servicer to instruct the Securities Intermediary pursuant to any related Monthly Report to apply any amounts thereafter allocated to such Lender pursuant to Section 2.08 to satisfy such Lender’s obligations under Section 2.16(a) until all such unsatisfied obligations are fully paid.
Sharing Payments. (a) To the extent permitted by applicable Law and hereunder, the Company shall make Sharing Payments out of funds or property legally available therefor in such amounts and on such terms set forth in this Section 4.02; provided that, the Company shall not make a Sharing Payment (i) at any time when a Member has not received all of the Tax Distributions to which it is entitled or (ii) when the Company, in its reasonable discretion, determines that making a Sharing Payment could compromise its ability to make in full the Tax Distributions with respect to the next Tax Distribution Date. Amounts paid pursuant to this Section 4.02 are intended to constitute “guaranteed payments” within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of computing the recipients’ Capital Accounts.
(b) Following a Sharing Payment to a Member of a Group, the Managing Member shall reduce subsequent Distributions pursuant to Section 4.01(a) to which the Members of the other Group are otherwise entitled by an amount equal to the aggregate amount of the deductions that are specially allocated to such Members of the other Group with respect to such Sharing Payment, as determined pursuant to Section 5.03(h). Such reduction in Distributions shall be given effect with respect to the earliest Distributions made pursuant to Section 4.01(a) following the payment of the Sharing Payment. If (i) a transferee is treated as acquiring a Member’s Company Interest pursuant to an Exchange in accordance with the Exchange Agreement and, after such Exchange, such Member continues to hold one or more Common Units, and (ii) such transferring Member has not yet suffered all of the reduction in its Distributions required by this Section 4.02(b), such reduction in Distributions shall apply solely with respect to such Member’s retained Units and shall not apply with respect to the Exchanged Units; provided, that if a Member makes a contribution to the Company pursuant to Section 5.01(d), Distributions to such Member shall not be reduced by this Section 4.02(b) by the amount of such contribution.
(c) The Sharing Payment due to a Member shall be paid within 10 days of the relevant Determination Date (as defined in the Tax Matters Agreement).
Sharing Payments. In consideration of the Cooperative Development Work to be undertaken and other obligations set forth herein, A&W agrees to pay STA as follows: No later than thirty (30) days after the first and all subsequent calendar months following the first sale of Product, A&W shall pay to STA for each variety of Product an amount equal to the Applicable Royalty Percentage multiplied by Net Sales of such variety of Product shipped in such month by A&W and by Approved Growers arranged by A&W. The Sharing Payments due and payable hereunder shall be computed for each calendar month in the currency in which the sale was made, but shall be definitively discharged by payment to STA in U.S. dollars converted from such currency using the closing spot exchange rate between the two currencies quoted in the Wall Street Journal (or, if not available, such other mutually agreeable financial publication of international circulation) in effect on the last business day of the calendar quarter to which the payment relates.
Sharing Payments. If a Beneficiary (a “Recovering Beneficiary”) receives or recovers any amount from an Obligor other than in accordance with Clause 20 (Payments) and applies that amount to a payment due under the Finance Documents then:
Sharing Payments. If a Secured Party obtains a Sharing Payment, such Secured Party shall promptly purchase from each other Secured Party participations in (or, if and to the extent specified by such other Secured Parties, direct interests in) the Obligations owing to each such other Secured Party, and shall make such other adjustments from time to time as shall be equitable, to the end that all Secured Parties shall share the benefit of such Sharing Payment as set forth in Section 3 hereof.
Sharing Payments. If any Purchaser (for purposes of this Section only, a "Recipient") shall obtain any payment or other recovery (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of its share of the Net Investment (other than pursuant to Article V hereof) in excess of its ratable share of payments to which such Purchaser is entitled hereunder, such Recipient shall forthwith purchase from the other Purchasers entitled to a share of such excess payment or recovery participations in such Recipient's interest in its share of the Net Investment as shall be necessary to cause such Recipient to share in such excess payment or recovery ratably with each other Person entitled thereto; provided, however, that if all or any portion of such excess payment or recovery is thereafter recovered from such Recipient, such purchase from each such other Person shall be rescinded and each such other Person shall repay to the Recipient the purchase price paid by such Recipient for such participation to the extent of such recovery, together with an amount equal to such other Person's ratable share (according to the proportion of (a) the amount of such other Person's required payment to (b) the total amount so recovered from the Recipient) of any interest or other amount paid or payable by the Recipient in respect of the total amount so recovered.
Sharing Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans owned by it any payment in excess of its Invested Percentage of the Outstanding Loans (such excess payment, the “Excess Amount”), such Lender shall immediately (i) notify the Borrower and the Administrative Agent of such fact and (ii) repay to the Borrower forthwith on demand by the Administrative Agent or the Borrower the amount so distributed to such Lender in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Borrower, at the Federal Funds Rate. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of Excess Amounts owed under this Section and will in each case notify each Agent following the payment of any Excess Amounts or the repayment thereof.
Sharing Payments. If any Lender (the "Sharing Lender") receives or recovers any payment or satisfaction in respect of any sums due under this Agreement (whether by voluntary or involuntary payment or the exercise of any right of setoff or combination of accounts or otherwise) in an amount which, in proportion to their respective participations, is greater than the payment or satisfaction received or recovered by any other Lender (such greater amount being in this Clause called the "Excess") then, subject as provided in paragraphs (17.4.2) and (17.4.3) below:
Sharing Payments. The Secured Creditors hereby agree among themselves that if a Triggering Event shall occur after the Agency Termination Date, and at any time after the related Sharing Date for such Triggering Event any of them shall receive any Deemed Collateral Proceeds, in an amount in excess of such Secured Creditor's Pro Rata Share (as of such Sharing Date) of all Deemed Collateral Proceeds received by all Secured Creditors after such Sharing Date, then the Secured Creditor receiving such excess Deemed Collateral Proceeds shall immediately (i) notify each other Secured Creditor of the amount and circumstances thereof, and (ii) pay over a portion of such Deemed Collateral Proceeds, in amounts such that all such Deemed Collateral Proceeds shall be shared by all Secured Creditors in proportion to their respective Pro Rata Shares measured as of such Sharing Date, to each other Secured Creditor.
Sharing Payments. 20 (b) Determination of Pro Rata Shares and Deemed Collateral Proceeds. ....................................................20 Section 4.4 Sharing of Distributions to Unsecured Creditors. .....................21 Section 4.5 Escrows. .............................................................21 (a) Synthetic Lease Outstandings..........................................21 (b) Canceled L/C Exposure. ..............................................22 (c)