Common use of Tax Distribution Clause in Contracts

Tax Distribution. To the extent cash is available, the Members shall be entitled to receive cash distributions for each taxable year in amounts sufficient to enable each Member to discharge any federal, state and local tax liability for such taxable year or, if applicable, prior years (excluding penalties and interest) arising as a result of their interest in the Company, determined by assuming the applicability to each Member of the highest combined effective marginal federal, state and local income tax rates for any Person actually obligated to report on any tax returns income derived from the Company; the Company shall provide quarterly estimates to each Member of such Member’s tax liability arising as a result of its interest in the Company. To the extent distributions otherwise payable to a Member pursuant to Section 7.1 are insufficient to cover such tax liabilities, the Company shall make cash distributions (the “Tax Distributions”) in amounts that, when added to the cash distributions otherwise payable, shall equal such tax liability. The amount of such tax liability shall be calculated (i) taking into account the deductibility of state and local income taxes for United States federal income tax purposes, and (ii) taking into account the amount of net cumulative tax loss allocated to such Member in prior fiscal years (but after the date hereof) and not used in prior fiscal years (but after the date hereof) to reduce taxable income for the purpose of making distributions under this Section 7.2 (based on the assumption that taxable income or tax loss from the Company is each Member’s only taxable income or tax loss). Tax Distributions shall be treated as advances against distributions to the Members pursuant to Section 7.1. To the extent this Section 7.2 results in distributions other than in the ratio required by Section 7.1, the first distributions of net cash, securities or other property that are not made pursuant to Section 7.2 shall be made so as to cause the aggregate distributions pursuant to Section 7.1, including those made pursuant to Section 7.2, to be, as nearly as possible, in the ratio required by Section 7.1.

Tax Distribution. To the extent cash Distributable Funds are available (taking into account any debt agreements to which the Partnership is availablesubject), the Members Partnership shall be entitled distribute to receive cash distributions for JVP and Starwood, after the end of each Fiscal Year and prior to April 15 of the subsequent Fiscal Year, an amount (“Tax Distribution”) equal to the product of (x) the excess of (i) the net taxable year in amounts sufficient income allocated by the Partnership to enable each Member to discharge any federal, state and local tax liability such Partner for such Fiscal Year over (ii) the net taxable year orloss allocated by the Partnership to such Partner in all prior Fiscal Years to the extent such net taxable losses have not already been taken into account under this Section 6.3 in calculating Tax Distributions in prior Fiscal Years, if applicablemultiplied by (y) the maximum combined federal and state income and capital gains tax rate applicable to individuals resident in California, prior years (excluding penalties taking into account the deduction from federal taxable income for state taxes and interest) arising as a result the availability of their interest in the Company, determined by assuming the applicability to each Member of the highest combined effective marginal federal, state and local reduced income tax rates applicable to net capital gain allocable by the Partnership to such Partner for such Fiscal Year, as determined by the General Partner; provided, however, that for purposes of calculating any Person actually obligated Tax Distribution to report on any tax returns income derived from the Company; the Company Starwood, allocations attributable to Rental Pool Assets pursuant to Section 7.2(g) shall provide quarterly estimates to each Member of such Member’s tax liability arising as a result of its interest in the Companybe disregarded. To the extent that such Tax Distributions increase the total amount of distributions otherwise payable beyond the amount to which a Partner would be entitled under this Section 6 in the absence of this Section 6.3, the excess amount of such distributions shall be considered a prepayment of future distributions (e.g., Management Incentive Distributions) allocable and made to such Partner for all purposes of this Agreement. Tax Distributions, if made, shall be made prior to a Member distribution of Distributable Funds pursuant to Section 7.1 are insufficient to cover such tax liabilities6.1; provided, however, that for purposes of determining the Tax Distributions for a Fiscal Year, the Company shall make cash distributions (the “Tax Distributions”) in amounts that, when added to the cash distributions otherwise payable, shall equal such tax liability. The amount excess of such tax liability shall be calculated (i) taking into account the deductibility of state and local income taxes for United States federal income tax purposes, and (ii) taking into account the amount of net cumulative tax loss allocated to such Member in prior fiscal years (but after the date hereof) and not used in prior fiscal years (but after the date hereof) to reduce taxable income for the purpose of making distributions under this Section 7.2 (based on the assumption that taxable income or tax loss from the Company is each Member’s only taxable income or tax loss). Tax Distributions shall be treated as advances against distributions to the Members pursuant to Section 7.1. To the extent this Section 7.2 results in distributions other than in the ratio required by Section 7.1, the first distributions of net cash, securities or other property that are not made pursuant to Section 7.2 shall be made so as to cause the aggregate distributions pursuant to Section 7.1, including those made 6.1 for all prior Fiscal Years over (ii) the aggregate Tax Distributions for all prior Fiscal Years of the Partnership shall be treated as a distribution in such Fiscal Year. If the amount of available funds is insufficient to make the full amount of the Tax Distribution pursuant to this Section 7.26.3, such distributions shall be made to be, as nearly as possible, JVP and Starwood pro rata in proportion to the ratio required by amounts otherwise available to be distributed to such Partners pursuant to this Section 7.16.3.

Tax Distribution. To the extent cash is available, the Members shall be entitled to receive cash distributions for each taxable year in amounts sufficient to enable each Member to discharge any federal, state and local tax liability for such taxable year or, if applicable, prior years (excluding penalties and interest) arising as a result of their interest in the Company, determined by assuming the applicability to each Member of the highest combined effective marginal federal, state and local income tax rates for any Person actually obligated to report on any tax returns income derived from the Company; the Company shall provide quarterly estimates to each Member of such Member’s tax liability arising as a result of its interest in the Company. To the extent distributions otherwise payable to a Member pursuant to Section 7.1 are insufficient to cover such tax liabilities, the Company shall make cash distributions (the “Tax Distributions”) in amounts that, when added to the cash distributions otherwise payable, shall equal such tax liability. The amount of such tax liability shall be calculated (i) taking into account the deductibility of state and local income taxes for United States federal income tax purposes, and (ii) taking into account the amount of net cumulative tax loss previously allocated to such Member in prior fiscal years (but after the date hereof) and not used in prior fiscal years (but after the date hereof) to reduce taxable income for the purpose of making distributions under this Section 7.2 7.4 (based on the assumption that taxable income or tax loss from the Company is each Member’s only taxable income or tax loss). Tax Distributions shall be treated as advances against distributions to the Members pursuant to Section 7.1. To the extent this Section 7.2 7.4 results in distributions other than in the ratio required by Section 7.1, the first distributions of net cash, securities or other property that are not made pursuant to Section 7.2 7.4 shall be made so as to cause the aggregate distributions pursuant to Section 7.17.l, including those made pursuant to Section 7.27.4, to be, as nearly as possible, in the ratio required by Section 7.1.

Tax Distribution. To the extent cash is availableof available Net Cash, the Members shall be entitled to receive cash distributions for each taxable year in amounts sufficient to enable each Member to discharge any federal, state and local tax liability for such taxable year or, if applicable, prior years (excluding penalties and interestpenalties) arising as a result of their interest in the Company, determined by assuming the applicability to each Member of the highest combined effective marginal federal, state and local income tax rates for any Person individual or corporation actually obligated to report on any tax returns income derived from the Company; the Company shall provide quarterly estimates to each Member of such Member’s tax liability arising as a result of its interest in the Company. To the extent distributions otherwise payable to a Member pursuant to Section 7.1 7.1, Section 7.2 and Section 7.5, as appropriate, are insufficient to cover such tax liabilities, the Company shall make cash distributions (the “"Tax Distributions”") in amounts that, when added to the cash distributions otherwise payable, shall equal such tax liability. The amount of such tax liability shall be calculated (ia) taking into account the deductibility (to the extent allowed) of state and local income taxes for United States federal income tax purposes, and (iib) taking into account the amount of net cumulative tax loss previously allocated to such Member in prior fiscal years (but after the date hereof) Fiscal Years and not used in prior fiscal years (but after the date hereof) Fiscal Years to reduce taxable income for the purpose of making distributions under this Section 7.2 7.4 (based on the assumption that taxable income or tax loss from the Company is each Member’s 's only taxable income or tax loss). Tax Distributions shall be debited against such Member's Capital Account. Distributions pursuant to this Section 7.4 shall be treated as advances against distributions to the Members pursuant to Section 7.17.1 or Section 7.2, as appropriate. To the extent this Section 7.2 7.4 results in distributions other than in the ratio required by Section 7.17.1 or Section 7.2, as appropriate, the first distributions of net cashNet Cash, securities or other property that are not made pursuant to Section 7.2 7.4 shall be made so as to cause the aggregate distributions pursuant to Section 7.1, including those made pursuant to Section 7.2, to be, as nearly as possible, in the ratio required by Section 7.1.Section