Tax Distributions Sample Clauses

Tax Distributions. (i) With respect to each Fiscal Year, to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, the Company shall, to the extent permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal Year based on such final accounting shall promptly be distributed to such Member.
Tax Distributions. The Company shall distribute to each Member with respect to each fiscal quarter following the Effective Time amounts at least two business days prior to the date on which any U.S. federal income taxes are due such that each Member receives an amount at least equal to (i) the sum of (A) the Preferred Return allocable to such Member in respect of such fiscal quarter plus, (B) the amount of net taxable income allocable to such Member (including income attributable to Preferred Units, but without duplication of amounts described in clause (A)) in respect of such fiscal quarter reduced by allocable losses (including losses allocable to any predecessor of such Member and taking into account basis adjustments pursuant to Section 743 of the Code) (but not taking into account any period or portion thereof prior to the Effective Time) for prior periods following the Effective Time not previously taken into account pursuant to this Section 2.1(b), as reasonably estimated by the Company, multiplied by (ii) an assumed tax rate equal to the greater of 52% and the highest marginal federal, state and local income tax rate applicable at the time such distribution is made to an individual resident in New York, NY (as determined in good faith by the Company’s “tax matters partner” or “partnership representativein consultation with the Qualified Principals). All distributions pursuant to this Section 2.1(b) shall be made to the Members in accordance with their Preferred Percentage Shares to the extent attributable to their Preferred Units, and all remaining distributions pursuant to this Section 2.1(b) shall be made to the Members in accordance with their Percentage Shares. Any distributions made to a Member pursuant to this Section 2.1(b) shall be credited against and reduce amounts subsequently distributable to such Member pursuant to Section 2.1(c)(i) (in the case of distributions pursuant to this Section 2.1(b) attributable to their Preferred Units) and pursuant to Section 2.1(c)(iii) (in the case of distributions pursuant to this Section 2.1(b) attributable to their Class A Common Units).
Tax Distributions. Notwithstanding anything herein to the contrary and as a priority to the distributions to be made pursuant to either Section 4.02 or 4.03, the Company shall distribute and shall have distributed (in one or more distributions), to each Member during each United States federal taxable period and by no later than thirty days following the end of each such taxable period, an amount of cash equal to the product of (i) the highest combined effective federal income tax rates imposed on the ordinary income of married individuals, multiplied by (ii) such Member’s Percentage Interest, multiplied by (iii) the amount of the Company’s estimated (or if available, actual) taxable income as determined for federal income tax purposes for the applicable tax year that is allocable to the Members(such Member’s “Tax Distribution Amount” for such taxable period); provided, however, if the Manager determines that there shall be an insufficient amount of cash to so distribute to each Member for any taxable period, then the amount of cash that the Manager determines to be so available to distribute shall be distributed to the Members in proportion to their respective Tax Distribution Amounts, with any unpaid Tax Distribution Amounts to be treated as an additional Tax Distribution Amount for the immediately succeeding period for distribution pursuant to this Section 4.04. Any Tax Distribution Amount distributed to any Member shall be treated as, and shall reduce and be credited against, but without duplication, any amount(s) that would otherwise be distributable and distributed to such Member pursuant to Sections 4.02 and/or 4.03 including by reason of the application of Section 7.02(a) (and in the priorities as so provided in these sections).
Tax Distributions. (i) On or about each date (a “Tax Distribution Date”) that is five (5) Business Days prior to each due date for the U.S. federal income tax return of an individual calendar year taxpayer (without regard to extensions) (or, if earlier, the due date for the U.S. federal income tax return of the Corporation, as determined without regard to extensions), the Company shall be required to make a Distribution to each Member of cash in an amount equal to the excess of such Member’s Assumed Tax Liability, if any, for such taxable period over the Distributions previously made to such Member pursuant to this Section 4.01(b) with respect to such taxable period (the “Tax Distributions”). Notwithstanding the foregoing, the Manager may, in its discretion, make such Tax Distributions on a quarterly basis, and any date on which such Tax Distributions are made will be considered a Tax Distribution Date for purposes hereof.
Tax Distributions. (i) Notwithstanding any other provision of this Section 5.03 to the contrary, to the extent permitted by Applicable Law and consistent with the Company’s obligations to its creditors as reasonably determined by the Managing Member, the Company shall make cash distributions by wire transfer of immediately available funds pursuant to this Section 5.03(e)(i) to each Member with respect to its Units at least two (2) Business Days prior to the date on which any U.S. federal corporate estimated tax payments are due, in an amount equal to such Member’s Tax Distribution Amount, if any; provided that the Managing Member shall have no liability to any Member in connection with any underpayment of estimated taxes, so long as cash distributions are made in accordance with this Section 5.03(e)(i) and the Tax Distribution Amounts are determined as provided in paragraph (i) of the definition of Tax Distribution Amount.
Tax Distributions. The General Partner, on behalf of the Partnership, shall make, in its sole discretion and subject to Section 5.2, distributions of cash to the Special Limited Partner to provide it with funds to pay applicable federal, state and local income tax liabilities attributable to Partnership income allocated to it (“Tax Distributions”), payable within 30 days after the end of each of the first three fiscal quarters and within 90 days after the end of each fiscal year of the Partnership, in an aggregate amount equal to the amount, if any, by which (i) the anticipated taxes with respect to the income attributable to the Special Limited Partner Interest for such fiscal year, exceeds (ii) the aggregate net cash distributions attributable to the Special Limited Partner Interest made to the Special Limited Partner with respect to such fiscal year. For the purposes of this Agreement, all calculations of anticipated taxes shall assume the highest applicable marginal federal, state and local tax rates for an individual resident, or a corporation doing business, in Atlanta, Georgia, whichever is higher, for such period, taking into account (i) the character of income or gain and any allowable United States federal income tax deduction for state and local taxes, as if such person were not entitled to deduct any expenses that are deductible by an individual only under Section 212 of the Code, and using such other reasonable assumptions as the General Partner may determine and (ii) any carryovers of Partnership capital losses for prior fiscal years (but not other losses) to the extent such losses would be deductible in determining such person’s tax liability for such fiscal year, determined by taking into account only such person’s items of income, gain, loss and deduction attributable to the Partnership. The Special Limited Partner may elect to receive less than the full amount of any cash distribution to which it is otherwise entitled under this Section 5.5. All Tax Distributions distributed to the Special Limited Partner shall offset future distributions payable to the Special Limited Partner pursuant to Section 5.1.
Tax Distributions. (i) Subject to Section 4.04 and Article XI, in addition to the foregoing, if the General Partner reasonably determines that the taxable income of the Partnership for a Fiscal Year will give rise to taxable income for the Partners (“Net Taxable Income”), the General Partner shall cause the Partnership to distribute Distributable Cash in respect of income tax liabilities (the “Tax Distributions”) to the extent that other distributions made by the Partnership for such year were otherwise insufficient to cover such tax liabilities, provided that distributions pursuant to Section 4.02 and allocations pursuant to Section 5.04 related to such distributions shall not be taken into account for purposes of this Section 4.01(b). The Tax Distributions payable with respect to any Fiscal Year shall be computed based upon the General Partner’s estimate of the allocable Net Taxable Income in accordance with Article V, multiplied by the Assumed Tax Rate (the “Tax Amount”). For purposes of computing the Tax Amount, the effect of any benefit under Section 743(b) of the Code will be ignored. Any Tax Distributions shall be made to all Partners, whether or not they are subject to such applicable United States federal, state and local taxes, pro rata in accordance with their Percentage Interest.
Tax Distributions. (a) Within 45 days after the end of each quarter of the taxable year of the Company, and (i) assuming (A) the Company has taxable income for such quarter of the taxable year and (B) the Company has sufficient working capital (as determined by the Board of Directors), after taking into account payments contemplated by the budget approved by the Board of Directors to make the distributions contemplated hereby, and (ii) subject to limitations on such distributions contained in any credit facility or other agreement to which the Company or any Subsidiary is a party, cash distributions shall be made to each Member in the positive amount equal to such Member’s tax liability arising solely in respect of its ownership of a Membership Interest for such quarter (which tax liability, for the purposes of this Section 6.3, shall be calculated to equal the product of (1) such Member’s share of the Company’s taxable income for such quarter, as estimated by the Company (including for such purpose such Member’s share of any separately stated items), and (2) the combined maximum federal and applicable state income tax rates applicable to individual taxpayers in the State of Colorado for such quarter, taking into account, if applicable, the deduction of state and local income taxes for federal income tax purposes and whether any portion of such taxable income qualifies for the reduced rates applicable to long term capital gains). Notwithstanding Section 6.8, if a Member is allocated losses or deductions pursuant to Section 6.5 during any quarter of the taxable year, such losses or deductions shall be carried forward and shall reduce the taxable income (as calculated in Section 6.5) of such Member in each succeeding quarter, until such allocated losses have been reduced to zero.
Tax Distributions. Prior to the due date of the Partners’ federal and state income tax payments for any Year or calendar quarter, the General Partner shall, to the extent that funds are legally available and subject to the Reserve, cause the Partnership to make cash distributions to the Partners in amounts sufficient to enable each of them (or their respective Equity Constituents) to pay their actual or estimated federal and state income tax payments resulting from the Profits of the Partnership, which distributions shall be made at such times (but no less frequently than quarterly each Year) and in such amounts so that, to the extent possible, the Partners (or their respective Equity Constituents) may avoid the imposition of any penalties; provided, however, that any Profit, income, gain, loss, depreciation or other deduction which is recognized and allocated to a Partner (or the Equity Constituents of a Partner) pursuant to Section 704(c) of the Code (including reverse 704(c) allocations) shall be disregarded and excluded when determining Profits for purposes of this Section 4.03 and no tax distributions shall be made with respect to such amounts. In determining the amounts to be distributed to the Partners pursuant to this Section, the General Partner shall assume that each Partner and each Equity Constituent of each Partner is subject to the highest applicable federal and state income tax rates then in effect for individuals.
Tax Distributions. Subject to §17-607 of the Act, and unless determined otherwise by the General Partner in its sole discretion, the Partnership shall make distributions to each Partner for each calendar quarter ending after the date hereof as follows (collectively, the “Tax Distributions”):