Example ContractsClausesDistributions; Upstream Payments
Distributions; Upstream Payments
Distributions; Upstream Payments contract clause examples

Distributions; Upstream Payments. (a) Declare or make any Distributions, except Upstream Payments and Permitted Distributions; or # create or suffer to exist any encumbrance or restriction on the ability of a Subsidiary to make an Upstream Payment, except for restrictions # under the Loan Documents, # under Applicable Law or # in effect on the Closing Date and, to the extent not permitted by [Section 10.2.14], as shown on [Schedule 9.1.15] (and, in each case under this clause (b)(iii), any amendment, modification, or extension thereof that does not expand the scope of any such restriction and is not more adverse to the rights or interests of the Lenders than such restriction in effect prior to such amendment, modification, or extension).

Distributions; Upstream Payments. Declare or make, or permit FinCo to declare or make, any Distributions, except # Upstream Payments; (2) (x) provided no Event of Default has occurred and is continuing, Equity Purchase Price Distributions and # during any Specified Distribution Period, no more than once in any calendar month, Equity Purchase Price Distributions solely to pay documented payroll expenses and other operating expenses of Developer and the Obligors that are necessary to continue the business of Developer and the Obligors in the ordinary course and that are payable in the next thirty (30) days or to make direct or indirect equity contributions to any Financing Partnership to fund acquisitions of Projects in the next thirty (30) days, in each case of [clauses (x) and (y)], so long as Agent shall have received a Borrowing Base Report from a Responsible Officer of Borrower giving pro forma effect to any such Equity Purchase Price Distribution and Revolver Usage both before and after giving effect to such Distribution does not exceed the Borrowing Base; # provided no Default or Event of Default has occurred and is continuing, Tax Distributions to the extent permitted by Section 3.2 of the Depositary Agreement; # additional Distributions so long as # Revolver Usage both before and after giving effect to such Distribution does not exceed the Borrowing Base, # no Default or Event of Default has occurred and is continuing or would result from the making of such Distribution, # there are no unreimbursed draws outstanding in respect of Letters of Credit (unless such draw can be repaid with a Loan in accordance with Section 2.2), # Agent shall have received a Borrowing Base Report from a Responsible Officer of Borrower giving pro forma effect to any such Distribution and # all other payments and distributions required by Section 3.2 of the Depositary Agreement have been made; # any Debt extended to Developer pursuant to the Management Services Agreement; or # with respect to FinCo, to the FinCo Parent or Borrower.

Upstream License Agreement Payments. Any and all payments that become due under the Lundbeck License Agreement as a result of activities under this Agreement, whether by or on behalf of Ovid or by Licensee or its Affiliate or Sublicensee, shall be the responsibility of Ovid and Ovid shall make such payment in accordance with the terms of the Lundbeck License Agreement.

To the extent that any rights granted to Ono under this Agreement are Controlled by [[Forty Seven:Organization]] pursuant to an Upstream Agreement, # such rights are subject to the terms and conditions of such Upstream Agreement, and # Ono agrees to comply with such terms and conditions.

Upstream License Costs. ​ responsible for all upfront payments, milestone payments, royalties, or other payments due to the licensor under the Upstream License, as well as any rewards, remuneration, or other amounts payable with respect to inventions and technical achievements required by applicable law to be paid to any Persons for the development or invention of any Licensed Technology (collectively, “Upstream License Costs”). Without limiting the foregoing, if ​ fails to pay any Upstream License Costs or otherwise fails to maintain the Upstream License as required by [Section 10.3(b)] (Upstream License) and ​.

Indemnification Payments Not Distributions. If and to the extent any payments to the Managing Member pursuant to this Section 7.7 constitute gross income to the Managing Member (as opposed to the repayment of advances made on behalf of the Company), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Company and all Members, and shall not be treated as distributions for purposes of computing the Members’ Capital Accounts.

34 Article 9 FINANCIAL TERMS

Distributions. Borrower shall not, and shall not allow any Subsidiary to, # repurchase or redeem any class of stock or other Equity Interest other than pursuant to employee, director or consultant repurchase plans or other similar agreements, provided, however, in each case the repurchase or redemption price does not exceed the original consideration paid for such stock or Equity Interest, or # declare or pay any cash dividend or make a cash distribution on any class of stock or other Equity Interest, except that a Subsidiary may pay dividends or make distributions to Borrower, or # lend money to any employees, officers or directors or guarantee the payment of any such loans granted by a third party in excess of $500,000 in the aggregate in any fiscal year or # waive, release or forgive any Indebtedness owed by any employees, officers or directors in excess of $500,000 in the aggregate in any fiscal year.

Distributions. Make or declare, directly or indirectly, any Restricted Payment at any time when an Event of Default has occurred and is continuing or would result therefrom or when a Borrowing Base Deficiency has occurred and is continuing or would result therefrom; provided that, notwithstanding the foregoing, Borrower shall be permitted to make or declare a Restricted Payment to the extent necessary to maintain its status as a Business Development Company under the Investment Company Act and as a regulated investment company for U.S. federal or applicable state and local income tax purposes.

Distributions. Pay any dividends or make any other distribution or payment on account of or in redemption, retirement or purchase of any capital stock (a “Restricted Payment”), or permit any of its Subsidiaries to do so, except that:

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