No Tax Distributions on Liquidation Clause Samples

No Tax Distributions on Liquidation. No Tax Distributions shall be made in connection with the liquidation of the Partnership.

No Tax Distributions on Liquidation. No Tax Distributions shall be made (i) in connection with the liquidation of the Company or a Member’s Units in the Company or (ii) solely by reason of any income or gain arising as a result of any Exchange, redemption, or Transfer of a Member’s Units in the Company.

No Tax Distributions on Liquidation. No Tax Distributions shall be made in connection with a Liquidating Event or the liquidation of a Member’s Units in the Company. 2 The parties have agreed in principle to incorporate a cash and/or exchange ratio true-up mechanism in the event one or more Exchanging Holder(s) engage in Exchange transaction(s) during a period when one or more parties have received a cumulative net disproportionate (non-pro rata) Tax Distribution under the above provision. Such true-up mechanism is intended to eliminate any material economic impact of the net non-pro rata Tax Distribution via cash payments to or from the Exchanging Holder and/or by adjusting the exchange ratio of the Exchanging Holder up or down based on the then current fair market value of the publicly traded shares, each in an amount necessary to offset the impact of the net non-pro rata Tax Distribution. Whether such true-up is effectuated in cash and/or an adjustment to the exchange ratio shall be at the discretion of the Exchanging Holder. Such payments and/or adjustments would be in favor of the Manager or the Exchanging Holder(s) as necessary depending on which party had previously received a net Tax Distribution in excess of the amount it would have received on a purely pro rata basis. The parties will work together in good faith between signing and closing on specific language to implement the agreed principles.