Available Excess Earnings definition

Available Excess Earnings means and refer to all cash and cash equivalents of the Company that would not be reasonably required in order to (a) satisfy all accounts payable and payment obligations of the Company that will become due in the ordinary course within thirty (30) days of the date of determination (assuming no receipt of additional cash or cash equivalents during such ninety (30) day period) or (b) establish adequate reserves to satisfy liabilities or obligations of the Company that are foreseen and can be reasonably estimated on the date of determination. Distributions in kind shall be made on the basis of agreed value as determined by the Managers. Notwithstanding the foregoing, the Company may not make a distribution to its Members in respect of their Membership Interests to the extent that, immediately after giving effect to the distribution, all liabilities of the Company, other than liabilities to the Members with respect to their interests and liabilities for which the recourse of creditors is limited to specified property of the Company, exceed the fair value of the Company assets; except that the fair value of property that is subject to liability for which recourse of creditors is limited, shall be included in the Company assets only to the extent that the fair value of the property exceeds that liability. Furthermore, to the extent that the Company possesses the cash flow necessary to pay its liabilities in the ordinary course consistent with past practices, the Company agrees to make quarterly estimates of its taxable income for the current tax year and also quarterly estimates of the tax liability of each Member based on each Member's then current proportionate interest in the Company and assuming that all Members pay income taxes on the Company's taxable earnings at a rate equal to the highest effective federal individual tax rate in effect from time to time. If the distributions of the Company's earnings to its Members pursuant to the first paragraph of this Article do not, on a calendar year basis, exceed the estimated tax liability of the Members for the current quarter and all prior quarters in the current calendar year, then the Company shall, if not prohibited by law, distribute to the Members the additional amounts necessary to cause all distributions for the current calendar year to equal or exceed the Members' estimated tax liabilities for the calendar year to date; provided, however, that the provisions of this Section shall not under any circumsta...
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Available Excess Earnings means and refer to all cash and cash equivalents of the Company that would not be reasonably required in order to (a) satisfy all accounts payable and payment obligations of the Company that will become due in the ordinary course within thirty (30) days of the date of determination (assuming no receipt of additional cash or cash equivalents during such ninety (30) day period) or (b) establish adequate reserves to satisfy liabilities or obligations of the Company that are foreseen and can be reasonably estimated on the date of determination. Distributions in kind shall be made on the basis of agreed value as determined by the Managers. Notwithstanding the foregoing, the Company may not make a distribution to its Members to the extent that, immediately after giving effect to the distribution, all liabilities of the Company, other than liabilities to the Members with respect to their interests and liabilities for which the recourse of creditors is limited to specified property of the Company, exceed the fair value of the Company assets; except that the fair value of property that is subject to liability for which recourse of creditors is limited, shall be included in the Company assets only to the extent that the fair value of the property exceeds that liability.
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Examples of Available Excess Earnings in a sentence

  • Its procurement of logistics and heavy expenditure spoke of irresponsible largesse.

  • Lemma 4.3 For η1, η2 in an extension field of Q, d.tr.deg Q⟨ηa1 , ηa2 η2⟩/Q = d.tr.deg Q⟨η1,1 1η2⟩/Q, where a1, a2 are non-zero rational numbers.Proof: For any non-zero integer p, we haved.tr.deg Q⟨η1, η2⟩/Q = d.tr.deg Q⟨η1, η2⟩/Q⟨ηp, η2⟩ + d.tr.deg Q⟨ηp, η2⟩/Q= d.tr.deg Q p1 1/Q.⟨η1 , η2⟩1So for each a ∈ Q\{0}, d.tr.deg Q⟨ηa, η2⟩/Q = d.tr.deg Q⟨η1, η2⟩/Q.

  • If such unanimous written consent is not obtained when required, the transferee shall be entitled to receive only the share of profits and the return of contributions and distributions of Available Excess Earnings to which the transferor Member otherwise would be entitled.

Related to Available Excess Earnings

  • Excess Earnings means, with respect to Mortgage Loans held in any subaccount of the Acquisition Account or the Loan Recycling Account established in connection with a Series of Tax- exempt Bonds, the "excess earnings," as defined in Treasury Regulations § 1.148-10T, with respect thereto.

  • Quarterly Excess Available Funds Percentage means, with respect to the July 2008 Transfer Date and each Transfer Date thereafter, the percentage equivalent of a fraction the numerator of which is the sum of the Excess Available Funds Percentages with respect to the immediately preceding three Monthly Periods and the denominator of which is three.

  • Excess Available Funds Percentage means, with respect to any Transfer Date, the amount, if any, by which the Portfolio Yield for the preceding Monthly Period exceeds the Base Rate for such Monthly Period.

  • Total Available Funds shall have the meaning set forth in Section 5.7(a).

  • Excess Overcollateralized Amount With respect to the Class A Certificates and the Mezzanine Certificates and any Distribution Date, the excess, if any, of (i) the Overcollateralized Amount for such Distribution Date (calculated for this purpose only after assuming that 100% of the Principal Remittance Amount on such Distribution Date has been distributed) over (ii) the Overcollateralization Target Amount for such Distribution Date.

  • total earnings means all of the dentist's gross earnings from the practice of dentistry by him in person, and "NHS earnings" means the dentist's gross earnings from the provision by him in person of general dental services under the National Health Service (Scotland) Act 1978, as amended, including where the dentist's name is included in sub-part A of the first part, or Part A prior to 2 July 2010, of two or more dental lists in Scotland, but neither his total earnings nor his NHS earnings shall be taken to include any remuneration by way of salary;

  • Monthly Earnings means your gross monthly income from your Employer, not including shift differential, in effect just prior to your date of disability. It includes your total income before taxes. It is prior to any deductions made for pre-tax contributions to a qualified deferred compensation plan, Section 125 plan or flexible spending account. It does not include income received from commissions, bonuses, overtime pay or any other extra compensation or income received from sources other than your Employer.

  • Monthly Excess Cashflow For any Distribution Date, an amount equal to the sum of the Monthly Excess Interest and Overcollateralization Release Amount, if any, for such date.

  • Total Monthly Excess Spread As to any Distribution Date, an amount equal to the excess if any, of (i) the interest on the Mortgage Loans received by the Servicer on or prior to the related Determination Date or advanced by the Servicer for the related Remittance Date (net of Expense Fees) over (ii) the sum of the amounts payable to the Certificates pursuant to Section 4.02(a)(i) on such Distribution Date.

  • Net Monthly Excess Cashflow With respect to each Distribution Date, the sum of (a) any Overcollateralization Release Amount for such Distribution Date and (b) the excess of (x) Available Funds for such Distribution Date over (y) the sum for such Distribution Date of (A) the Monthly Interest Distributable Amounts for the Class A Certificates and the Mezzanine Certificates, (B) the Unpaid Interest Shortfall Amounts for the Class A Certificates and (C) the Principal Remittance Amount.

  • Excess Cash Flow Payment Period means, with respect to any Excess Cash Flow Payment Date, the immediately preceding fiscal year of the Borrower.

  • Quarterly Excess Spread Percentage means, with respect to the August 2008 Distribution Date and each Distribution Date thereafter, the percentage equivalent of a fraction the numerator of which is the sum of the Excess Spread Percentages with respect to the immediately preceding three Monthly Periods and the denominator of which is three.

  • Gross earnings means all monies earned by the Employee under the terms of this Collective Agreement.

  • Specified Reserve Fund Balance means, on the Closing Date $3,846,153.85, and with respect to any Payment Date 0.25% of the initial aggregate principal balance of the Receivables as of the Cutoff Date.

  • Eligible Earnings means the Grantee's base salary (prior to any deferrals under a cash or deferred compensation plan sponsored by the Corporation or an Affiliate) paid during the Plan Year. From time to time the Plan Administrator may, in its sole discretion, establish rules for determining the amounts of Eligible Earnings for employees who become Grantees other than on the first day of a Plan Year as well as any reduction of Eligible Earnings as a result of paid leave of absences.

  • Net Monthly Excess Cash Flow For any Distribution Date the amount remaining for distribution pursuant to subsection 4.02(a)(iii) (before giving effect to distributions pursuant to such subsection).

  • Allocable Excess Proceeds will mean the product of:

  • Excess Overcollateralization Amount With respect to any Distribution Date, the excess, if any, of (a) the Overcollateralization Amount on such Distribution Date over (b) the Required Overcollateralization Amount for such Distribution Date.

  • Overcollateralized Amount As of any Distribution Date, the excess, if any, of (a) the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date over (b) the aggregate of the Class Certificate Balances of the LIBOR Certificates as of such Distribution Date (after giving effect to the payment of the Principal Remittance Amount on such Certificates on such Distribution Date).

  • Average Actual Deferral Percentage means the average (expressed as a percentage) of the Actual Deferral Percentages of the Eligible Participants in a group.

  • Core Earnings means, with respect to any Person for any period, net income determined in accordance with GAAP of such Person and its consolidated subsidiaries and excluding (but only to the extent included in determining net income for such period) (i) non-cash equity compensation expense, (ii) the expenses incurred in connection with the formation of the Sponsor and the offering in connection therewith, including the initial underwriting discounts and commissions, (iii) acquisition costs from successful acquisitions (other than acquisitions made in the ordinary course of business), (iv) real property depreciation and amortization, (v) any unrealized gains or losses or other similar non-cash items that are included in net income for the current quarter, regardless of whether such items are included in other comprehensive income or loss, (vi) extraordinary or non-recurring gains or losses and (vii) one-time expenses, charges or gains relating to changes in GAAP; provided that Core Earnings shall, solely with respect to the Core Earnings attributable to any Non Wholly-Owned Consolidated Affiliate, only include the Consolidated Group Pro Rata Share of such attributable amount.

  • Overcollateralized Group As defined in Section 4.03.

  • REMIC I Overcollateralized Amount With respect to any date of determination, (i) 1% of the aggregate Uncertificated Balance of the REMIC I Regular Interests (other than REMIC I Regular Interest I-LTP) minus (ii) the aggregate Uncertificated Balance of REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I Regular Interest I-LTA4, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10, in each case as of such date of determination.

  • Average Contribution Percentage means the average of the Contribution Percentages of the Eligible Participants in a group.

  • Base Earnings means base salary and wages payable by the Company or a Participating Subsidiary to an Eligible Employee, prior to pre-tax deductions for contributions to qualified or non-qualified (under the Code) benefit plans or arrangements, and excluding bonuses, incentives and overtime pay but including commissions.

  • Required Overcollateralization Amount With respect to any Distribution Date, (a) prior to the Stepdown Date, an amount equal to 1.80% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, (b) on or after the Stepdown Date if a Trigger Event is not in effect, the greater of (i) an amount equal to 3.60% of the aggregate outstanding Stated Principal Balance of the Mortgage Loans after giving effect to distributions made on that Distribution Date and (ii) the Overcollateralization Floor and (c) on or after the Stepdown Date if a Trigger Event is in effect, an amount equal to the Required Overcollateralization Amount from the immediately preceding Distribution Date. The Required Overcollateralization Amount may be reduced so long as written confirmation is obtained from each Rating Agency that such reduction shall not reduce the ratings assigned to any Class of Certificates by such Rating Agency below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency. Residential Funding: Residential Funding Corporation, a Delaware corporation, in its capacity as seller of the Mortgage Loans to the Depositor and any successor thereto.