Common use of Distributions to Pay Tax Liabilities Clause in Contracts

Distributions to Pay Tax Liabilities. The Company shall declare and make cash distributions pursuant hereto to the Members to allow the U.S. federal income tax (including estimated tax payments) attributable to the Company’s taxable income and any Code Section 704(c) allocations during that Fiscal Year that is passed through the Company to the Members to be paid by such Members when due (each a “Due Date”) in adequate distributable amounts necessary for Members to satisfy such tax obligations. To satisfy this requirement, the Company shall pay on or before five (5) days prior to each Due Date, an amount so that the cumulative amount of distributions for that Fiscal Quarter that have been designated by the Company as “Tax Distributions” are at least equal to (i) the sum of the Company’s positive taxable income attributed to its Members during that Fiscal Quarter multiplied by (ii) forty-four percent (44%). Such Tax Distributions shall be made to the Members in proportion to the net positive taxable income allocated to the Members on a cumulative basis. Any distribution made to a Member pursuant to this Section 7.1(b) shall be treated as an advance on any distributions to be made to such Member pursuant to Section 7.1(a) (including by way of Section 10.3(c)), and as such shall reduce such next subsequent distributions on a dollar-for-dollar basis. For avoidance of doubt, with respect to any distribution made to a Member pursuant to this Section 7.1(b), such distributions shall not be treated as a return of or on capital or as any other distribution described in Section 7.1(a) until and to the extent distributions pursuant to Section 7.1(a) are reduced pursuant to the immediately preceding sentence.

Distributions to Pay Tax Liabilities. The Company shall declare and make cash distributions pursuant hereto to the Members to allow the U.S. federal income tax (including estimated tax payments) attributable to the Company’s taxable income and any Code Section 704(c) allocations during that Fiscal Year that is passed through the Company to the Members to be paid by such Members when due (each a “Due Date”) in adequate distributable amounts necessary for Members to satisfy such tax obligations. To satisfy this requirement, the Company shall pay on or before five (5) days prior to each Due Date, an amount so that the cumulative amount of distributions for that Fiscal Quarter that have been designated by the Company as “Tax Distributions” are at least equal to (i) the sum of the Company’s positive taxable income attributed to its Members during that Fiscal Quarter multiplied by (ii) forty-four percent (44%). Such Tax Distributions shall be made to the Members in proportion to the net positive taxable income allocated to the Members on a cumulative basis, which for the avoidance of doubt, shall include taxable income allocated to such Members pursuant to the RES Holdings I LLC Agreement, but only to the extent attributable to such Member’s Class A-1 Units, Class C Units or Class D Units in RES Holdings I that were redeemed in connection with the Ranger Reorganization. Any distribution made to a Member pursuant to this Section 7.1(b) shall be treated as an advance on any distributions to be made to such Member pursuant to Section 7.1(a) (including by way of Section 10.3(c)), and as such shall reduce such next subsequent distributions on a dollar-for-dollar basis. For avoidance of doubt, with respect to any distribution made to a Member pursuant to this Section 7.1(b), such distributions shall not be treated as a return of or on capital or as any other distribution described in Section 7.1(a) until and to the extent distributions pursuant to Section 7.1(a) are reduced pursuant to the immediately preceding sentence.

Distributions to Pay Tax Liabilities. The Company shall declare and make cash distributions pursuant hereto Notwithstanding anything to the Members contrary contained herein and, on or prior to allow the U.S. fifth Business Day before each date following the date hereof on which federal income tax (including corporate quarterly estimated tax payments) attributable to the Company’s taxable income and any Code Section 704(c) allocations during that Fiscal Year that is passed through the Company to the Members payments are required to be paid made by such Members when due (each a “Due Date”) in adequate distributable amounts necessary for Members to satisfy such tax obligations. To satisfy this requirementXxxxx, the Company shall pay on or before five (5) days prior shall, to the extent cash is available as determined by the Manager in good faith, distribute to each Due Date, of the Members an amount so that the cumulative amount of distributions for that Fiscal Quarter that have been designated by the Company as “Tax Distributions” are at least equal to the product of (i) the sum of the Company’s positive estimated taxable income attributed for the most recently completed quarter, or portion thereof, as applicable (determined without regard to its Members during that Fiscal Quarter any depreciation or amortization deductions arising from or related to the assets deemed for income tax purposes contributed by Xxxxx to the Company pursuant to the Membership Interest Purchase Agreement), multiplied by (ii) forty-four percent each Member’s Participating Percentage, and multiplied by (44%). Such iii) the Assumed Tax Distributions shall be made Rate, provided that such distributions do not violate the Act and provided that, and only to the extent that, distributions made pursuant to Section 4.1(a) herein and amounts withheld pursuant to Section 4.7(a) with respect to such quarter are insufficient to allow the Members to pay their estimated tax liability resulting from their ownership of membership interests in proportion the Company with respect to such quarter. In the event the taxable income for the Fiscal Year was underestimated by the Company, the Company shall, to the net positive extent cash is available as determined by the Manager in good faith, distribute to each of the Members, on or prior to March 31st of each Fiscal Year (commencing with March 31st of 2010), an amount equal to the product of (i) the amount by which the Company underestimated its taxable income allocated for the most recently completed Fiscal Year, or portion thereof, as applicable (determined without regard to any depreciation or amortization deductions arising from or related to the assets deemed for income tax purposes contributed by Xxxxx to the Company pursuant to the Membership Interest Purchase Agreement), multiplied by (ii) each Member’s Participating Percentage, and multiplied by (iii) the Assumed Tax, provided that such distributions do not violate the Act and provided that, and only to the extent that, distributions made pursuant to Section 4.1(a) herein and this Section 4.1(b) and amounts withheld pursuant to Section 4.7(a) with respect to such Fiscal Year are insufficient to allow the Members on a cumulative basisto pay their tax liability resulting from their ownership of membership interests in the Company with respect to such Fiscal Year. Any distribution Notwithstanding anything to the contrary herein, any distributions made to a Member pursuant to this Section 7.1(b4.1(b) shall be treated as an advance on of amounts distributable under Section 4.1(a) and shall not alter the aggregate amounts otherwise distributable to any distributions Member under Section 4.1(a) and Section 8.2(a)(iv). Notwithstanding anything to be made to such Member pursuant to the contrary in this Section 7.1(a) (including by way of Section 10.3(c)4.1(b), and as such in no event shall reduce such next subsequent distributions on a dollar-for-dollar basis. For avoidance of doubt, with respect the Company make Tax Distributions to any distribution made Member in the Fiscal Year in which the Company is liquidated and dissolved. Notwithstanding anything to a Member pursuant to the contrary in this Section 7.1(bsection 4.1(b), such distributions the Company shall not be treated as a return make Tax Distributions after the dissolution of or on capital or as any other distribution described the Company in Section 7.1(a) until and to the extent distributions pursuant to Section 7.1(a) are reduced pursuant to the immediately preceding sentenceaccordance with Article VIII.