Additional Tax Distributions Sample Clauses

Additional Tax Distributions. In the event any income tax return of the Partnership, as a result of an audit or otherwise, reflects items of income, gain, loss or deduction which are different from the amounts estimated for each Partnership Unit Holder pursuant to Section 6.1(a) with respect to the Fiscal Period of such return in a manner that results in additional income or gain of the Partnership being allocated to all or some of the Partnership Unit Holders, then to the extent permitted by law and consistent with the Partnership’s obligations to its creditors as reasonably determined by the General Partner, an additional tax distribution shall be made under the principles of Section 6.1(a) to each Partnership Unit Holder to whom such additional income or gain is allocated, except that (i) the last day of the calendar month in which such adjustment occurs shall be treated as a Tax Distribution Date and (ii) the amount of such additional income or gain shall be treated as the federal taxable income of the Partnership. All additional tax distributions made to any Partnership Unit Holder pursuant to this Section 6.1(b) shall be treated as an advance against future distributions by the Partnership to such Partnership Unit Holder pursuant to Sections 6.1(d) and 6.2 and clauses (iii), (iv), (v), (vi) and (vii) of Section 11.2(d), and all distributions to such Partnership Unit Holder pursuant to Sections 6.1(d) and 6.2 and clauses (iii), (iv), (v), (vi) and (vii) of Section 11.2(d) shall be reduced by the amount of any such tax distributions advanced to such Partnership Unit Holder prior to or on the date of such distribution that have not previously been taken into account to reduce the amount of distributions pursuant to such aforementioned provisions.

Additional Tax Distributions. In the event any income tax return of the Company, as a result of an audit or otherwise, reflects items of income, gain, loss, or deduction that are different from the amounts estimated pursuant to Section 4.1(a), above, with respect to a Fiscal Year in a manner that results in additional income or gain of the Company being allocated to the Members' Capital Accounts, an additional Tax Distribution shall be made under the principles of Section 4.1(a), above, to the Members (or former Members) who are allocated the additional income or gain, except that (i) the last day of the calendar month in which the adjustment occurs shall be treated as a Tax Distribution Date, (ii) the amount of the additional income or gain shall be treated as the Company's federal taxable income, and (iii) the applicable Tax Rate shall be that which applied for the Fiscal Period to which the additional income or gain relates.

Additional Tax Distributions. In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Unitholder’s Assumed Tax Liability for any Taxable Year (other than an audit conducted pursuant to the Partnership Tax Audit Rules for which no election is made pursuant to Code Section 6226 (or any similar provision of state or local law)), or in the event the Company files an amended tax return, each Unitholder’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest and penalties). Subject to the Tax Distribution Conditions, distributions shall be made pro rata on a per-Common Unit basis in an amount such that each Unitholder and successor to any former Unitholder receives an amount equal to any shortfall in the amount of Tax Distributions the Unitholders and former Unitholders received for the relevant Taxable Years based on such recalculated Assumed Tax Liability, except, for the avoidance of doubt, to the extent Distributions were made to such Unitholders and former Unitholders pursuant to Section 4.1 in the relevant Taxable Years sufficient to cover such shortfall. Notwithstanding the foregoing, Distributions to be made under this Section 4.1(a)(iii) either (i) to a successor of a former Unitholder on account of a shortfall in Tax Distributions to a former Unitholder, or (ii) to a Unitholder in respect of a shortfall in the amount of Tax Distributions to such Unitholder for any Taxable Year (or portion thereof) ending on or before the Closing Date, shall not exceed $1 million in the aggregate.

Additional Tax Distributions. In the event any income tax return of the Company, as a result of an audit or otherwise, reflects items of income, gain, loss, or deduction which are different from the amounts estimated pursuant to Section 4.1(a) above with respect to the Fiscal Year of such return in a manner that results in additional income or gain of the Company being allocated to the Members, an additional Tax Distribution shall be made under the principles of Section 4.1(a) above, except that (i) the last day of the calendar month in which such adjustment occurs shall be treated as a Tax Distribution Date, and (ii) the amount of such additional income or gain shall be treated as the federal taxable income of the Company.

Additional Tax Distributions. If any income tax return of the Company, as a result of an audit or otherwise, reflects items of income, gain, loss, or deduction that are different from the amounts estimated pursuant to Section 4.1(a), above, with respect to a Fiscal Year in a manner that results in additional income or gain of the Company being allocated to the Members, an additional Tax Distribution shall be made under the principles of Section 4.1(a), above, to the Members (or former Members) who are allocated the additional income or gain, except that (i) the last day of the calendar month in which the adjustment occurs shall be treated as a Tax Distribution Date, (ii) the amount of the additional income or gain shall be treated as the Company’s federal taxable income, and (iii) the applicable Tax Rate shall be that which applied for the Fiscal Period to which the additional income or gain relates.

Additional Tax Distributions. In the event any income tax return of the Company, for any period beginning on or after the date of this Agreement, as a result of an audit or otherwise, reflects items of income, gain, loss, or deduction that are different from the amounts estimated pursuant to Section 4.1, tax distributions shall be adjusted as follows: (1) if additional income or gain, or fewer losses, deductions or credits, of the Company are allocated to the Members, then an additional tax distribution shall be made under the principles of Section 4.1 and shall include an amount for interest or penalties, as applicable, and (2) if less income or gain, or more losses, deductions or credits, of the Company are allocated to the Members, then the second succeeding tax distribution that shall occur thereafter shall be reduced under the principles of Section 4.1. Such distributions may, in the discretion of the Board of Managers, be made on a pro rata or non pro rata basis to current Members or those Persons who were Members during the period to which such adjustment relates. Provided, however, in no event shall a Person who is not then a Member have a right to any distribution under this paragraph.

Additional Tax Distributions. After the Effective Time, Buyer shall pay to the former stockholders of Seller who were stockholders of Seller prior to the Effective Time additional distributions, as an adjustment to the Per Share Merger Consideration, in an amount equal to any increased Tax liability (net of any decrease in Tax liability applicable to, or Tax refund received by, such former stockholders after the Effective Time and which was not taken into account in determining any tax distribution under Section 16 of the Stock Restriction Agreement, the Post-Closing Tax Distribution or any prior distribution under this Section 6.19) of such former stockholders for all periods ending on or before the close of business on the day next preceding the Effective Time resulting from any change or adjustment made by any Taxing Authority or by Buyer, Seller or any of Buyer's affiliates pursuant to Section 6.22 to the income Tax Returns of Seller for all periods ending on or before the close of business on the day next preceding the Effective Time, whether as a result of a tax audit, amended Tax Return or otherwise, if such adjustment is made after the Effective Time. The foregoing, however, shall not apply to (a) any interest or penalties or (b) any increased Tax liability arising by virtue of the termination of the "S" corporation status of Seller. Payments under this Section 6.19 shall be made, to the extent practicable, in a timely manner to allow such increased Tax liability to be paid by such former stockholders when due, but in no event later than fifteen days after a determination that requires such former stockholders to pay such Tax liability.

Additional Tax Distributions. In the event any income tax return of the Company, as a result of an audit, reflects items of income, gain, loss or deduction that are different from the Estimated Taxable Income and such results in additional income or gain of the Company being allocated to the Members, an additional Tax Distribution shall be made as necessary to cover the actual income tax incurred by each Member calculated in the same manner as the calculation for Estimated Taxable Income.

Additional Tax Distributions. In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any Taxable Year (other than an audit conducted pursuant to the Partnership Tax Audit Rules for which no election is made pursuant to Code Section 6226 (or any similar provision of state or local law)), or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest and penalties) and the Tax Distributions that would have been owed to such Member for such year pursuant to Section 5.2(a) shall be determined. Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant taxable years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent distributions were made to such Members and former Members pursuant to Section 5.1 in the relevant taxable years sufficient to cover such shortfall.