Preclosing Distributions Sample Clauses

Preclosing Distributions. Up and until the Closing, Louisiana Casinos Cruises, Incorporated, a Louisiana corporation ("LCCI"), may distribute to its shareholders, including the Company, an amount equal to its net after-tax income as determined in accordance with GAAP for the period from the date of this Agreement through the Closing Date, but not to exceed the amount permitted by law or regulation, or permitted by any indenture, loan agreement or other agreement applicable to LCCI in the form thereof as of the date of this Agreement. Immediately prior to Closing, the Company may transfer to its shareholders by way of distribution or redemption, at the election of the Company, (i) the Divestiture Entities (as defined herein) and (ii) an amount equal to its net after-tax income (the "Interim Income") for the period from the date of this Agreement through the Closing Date (but excluding, in calculating net income for purposes of this sentence, all net income attributable to, or consolidated from, LCCI), plus any amount received by the Company in the distribution referred to in the preceding sentence, less the aggregate amount of Special Payments, but not to exceed the amount permitted by law or regulation, or permitted by any indenture, loan agreement or other agreement applicable to the Company in the form thereof as of the date of this Agreement. In the event the aggregate amount of Special Payments exceeds the Interim Income, the Total Purchase Price shall be reduced by the amount of such excess. "Special Payments" shall mean (i) bonus and discretionary payments made to Xxxxxx X. Xxxxxxx and W. Xxxxx Xxxxxxx, (ii) amounts paid to employees in consideration of their waiver of change in control payments, (iii) the aggregate amount of severance payments which will be payable to employees of the Divestiture Entities as a result of their termination as employees of the Company and Subsidiaries and (iv) the Company's legal fees and expenses of the transactions contemplated by this Agreement. Within 60 days after the Closing Date, at the request of the Company or the Shareholders, Parent's independent accountants shall review the determination of Interim Income and/or the estimate of Latest 12 Months EBITDA. In the event the accountants determine that (i) the Interim Income was greater than the amount thereof determined prior to Closing or (ii) the Latest 12 Months EBITDA, having been estimated for purposes of the Closing at less than $30,335,000, is at least $30,335,000, the Company shal...
Sample 1
AutoNDA by SimpleDocs

Related to Preclosing Distributions

  • Liquidating Distributions Notwithstanding anything to the contrary in this Article VII or in Section 8.3 of the Master Agreement, upon the sale of the Property or the dissolution and liquidation of the Series in accordance with the provisions of this Agreement and of Section 8.3 of the Master Agreement, the proceeds of liquidation of the Series or the sale of the Property will be distributed within ninety (90) days of the date of sale of the Property or the dissolution and liquidation in the following order and priority:

  • Operating Distributions Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

  • Liquidating Distribution In the event of the dissolution of the Partnership for any reason, the Partnership assets shall be liquidated for distribution in the following rank and order:

  • Residual Distributions If the Liquidation Preference has been paid in full to all holders of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Corporation ranking equally with Designated Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Corporation shall be entitled to receive all remaining assets of the Corporation (or proceeds thereof) according to their respective rights and preferences.

  • Allocations Distributions Each item of income, gain, loss, deduction and credit of the Company shall be allocated 100% to the Member. Each distribution of cash or other property by the Company shall be made 100% to the Member. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

  • Interim Distributions At such times as may be determined by it in its sole discretion, the Trustee shall distribute, or cause to be distributed, to the Beneficiaries, in proportion to the number of Trust Units held by each Beneficiary relating to the Trust, such cash or other property comprising a portion of the Trust Assets as the Trustee may in its sole discretion determine may be distributed without detriment to the conservation and protection of the Trust Assets in the Trust.

  • Final Distributions Section 8.01. Sale of Receivables or Certificateholders' Interest pursuant to Section 2.06 or 10.01 of the Agreement and Section 7.01 or 7.02 of this Supplement.

  • Character of Liquidating Distributions All payments made in liquidation of the interest of a Unit Holder in the Company shall be made in exchange for the interest of such Unit Holder in Property pursuant to Section 736(b)(1) of the Code, including the interest of such Unit Holder in Company goodwill.

  • Certain Distributions If the Company elects to:

  • Capital Contributions Distributions 10 SECTION 5.1

Time is Money Join Law Insider Premium to draft better contracts faster.