Common use of Tax Distributions Clause in Contracts

Tax Distributions. Subject to Section 4.7 and to any restrictions contained in any agreement to which the Company is bound, no later than the tenth day following the end of each Quarterly Estimated Tax Period of each calendar year, the Company shall, to the extent of available cash and borrowings of the Company, make a distribution in cash (each, a “Tax Distribution”), pro rata in accordance with the Percentage Interests in effect with respect to such Quarterly Estimated Tax Period, in an amount equal to the excess of (i) the product of (x) the taxable income of the Company attributable to such Quarterly Estimated Tax Period and all prior Quarterly Estimated Tax Periods in such calendar year, based upon (I) the information returns filed by the Company, as amended or adjusted to date, and (II) estimated amounts, in the case of periods for which the Company has not yet filed information returns, multiplied by (y) the Assumed Tax Rate, over (ii) distributions made by the Company pursuant to this Section 4.3 with respect to such calendar year. The Managing Member shall use conventions similar to those adopted pursuant to Section 5.2(d) to determine the Percentage Interests of the Members with respect to a Quarterly Estimated Tax Period. For the avoidance of doubt, Tax Distributions shall be made only with respect to taxable income earned by the Company. For purposes of clause (i)(x) above, the taxable income of the Company shall be determined by disregarding any adjustment to the taxable income of any Member that arises under Section 743(b) of the Code and is attributable to the acquisition by such Member of an interest in the Company in a transaction described in Section 743(a) of the Code.

Tax Distributions. Subject to Section 4.7 4.2 and to any restrictions contained in any agreement to which the Company is bound, no later than the tenth day following the end of each Quarterly Estimated Tax Period of each calendar year, the Company shall, to the extent of available cash and borrowings of the Company, make a distribution in cash (each, a “Tax Distribution”), pro rata in accordance with the Percentage Interests in effect as to Units of each Class, with respect to such Quarterly Estimated Tax Period, in an amount equal to the excess of (i) the product of (x) the taxable income of the Company attributable to such Quarterly Estimated Tax Period and all prior Quarterly Estimated Tax Periods in such calendar year, based upon (I) the information returns filed by the Company, as amended or adjusted to date, and (II) estimated amounts, in the case of periods for which the Company has not yet filed information returns, multiplied by (y) the Assumed Tax Rate, over (ii) distributions made by the Company pursuant to this Section 4.3 4.4 with respect to such calendar year. The Managing Member shall use conventions similar to those adopted pursuant to Section 5.2(d) of this Agreement to determine the Percentage Interests interests of the Members in respect of each Class of Units with respect to a Quarterly Estimated Tax Period. For the avoidance of doubt, Tax Distributions shall be made only with respect to taxable income earned by the CompanyCompany (as opposed to income recognized by any Member with respect to the vesting of such Member’s Units). For purposes of clause (i)(x) above, the taxable income of the Company shall be determined by disregarding any adjustment to the taxable income of any Member that arises under Section 743(b) of the Code and is attributable to the acquisition by such Member of an interest in the Company in a transaction described in Section 743(a) of the Code.

Tax Distributions. Subject to Section 4.7 and to any restrictions contained in any agreement to which the Company is bound, no later than the tenth day following the end of each Quarterly Estimated Tax Period of each calendar year, the Company shall, to the extent of available cash and borrowings of the Company, make a distribution in cash (each, a “Tax Distribution”), pro rata in accordance with the Percentage Interests in effect with respect to such Quarterly Estimated Tax Period, in an amount equal to the excess of (i) the product of (x) the taxable income of the Company attributable to such Quarterly Estimated Tax Period and all prior Quarterly Estimated Tax Periods in such calendar year, based upon (I) the information returns filed by the Company, as amended or adjusted to date, and (II) estimated amounts, in the case of periods for which the Company has not yet filed information returns, multiplied by (y) the Assumed Tax Rate, over (ii) distributions made by the Company pursuant to this Section 4.3 4.4 with respect to such calendar year. The Managing Member shall use conventions similar to those adopted pursuant to Section 5.2(d) of this Agreement to determine the Percentage Interests of the Members with respect to a Quarterly Estimated Tax Period. For the avoidance of doubt, Tax Distributions shall be made only with respect to taxable income earned by the CompanyCompany (as opposed to income recognized by any Member with respect to the vesting of such Member’s Units). For purposes of clause (i)(x) above, the taxable income of the Company shall be determined by disregarding any adjustment to the taxable income of any Member that arises under Section 743(b) of the Code and is attributable to the acquisition by such Member of an interest in the Company in a transaction described in Section 743(a) of the Code.

Tax Distributions. Subject (i) With respect to each Member the Company shall calculate the excess of (x)(A) the Income Amount allocated or allocable to such Member for the Tax Estimation Period in question and for all preceding Tax Estimation Periods, if any, within the Taxable Year containing such Tax Estimation Period multiplied by (B) the Assumed Tax Rate over (y) the aggregate amount of all prior Tax Distributions in respect of such Taxable Year and any Distributions made to such Member pursuant to Section 4.7 4.1(b) and to any restrictions contained in any agreement to which the Company is boundSection 4.1(c), no later than the tenth day following the end of each Quarterly Estimated Tax Period of each calendar year, the Company shall, with respect to the extent of available cash Tax Estimation Period in question and borrowings of any previous Tax Estimation Period falling in the Company, make a distribution Taxable Year containing the applicable Tax Estimation Period referred to in cash (each, x)(A) (the amount so calculated pursuant to this sentence is herein referred to as a “Member’s Required Tax Distribution”); provided, pro rata however, that the Managing Member may make adjustments in accordance with its reasonable discretion to reflect transactions occurring during the Percentage Interests in effect Taxable Year. For purposes of this Agreement, the “Income Amount” for a Tax Estimation Period shall equal, with respect to such Quarterly Estimated Tax Periodany Member, in an amount equal to the excess of (i) the product of (x) the net taxable income of the Company allocated or allocable to such Member for such Tax Estimation Period (excluding any compensation paid to a Member outside of this Agreement). For the purpose of calculating the Income Amount for a Member in any Tax Estimation Period, (x) any allocation to the TA Members of loss or deduction attributable to such Quarterly Estimated Tax Period and all prior Quarterly Estimated Tax Periods in such calendar year, based upon (I) depreciation of any asset deemed contributed to the information returns filed Company by the Company, as amended or adjusted TA Members pursuant to date, the deemed asset acquisition pursuant to the Original Purchase Agreement and (II) estimated amounts, the provisions related thereto in the case of periods for which the Company has not yet filed information returnsOriginal Purchase Agreement, multiplied by (y) any allocation of loss or deduction to the Assumed Tax Rate, over (iiTA Members as a result of the use of the “remedial method” of allocations within the meaning of Treasury Regulations Section 1.704‑3(d) distributions made as contemplated by the Company pursuant to this Section 4.3 with respect to such calendar year. The Managing Member shall use conventions similar to those adopted Original Purchase Agreement and pursuant to Section 5.2(d4.4(b) to determine the Percentage Interests and (z) any income or gain of the Company or Members with respect to prior to, or arising in connection with, the formation of the Company as a Quarterly Estimated Tax Period. For partnership for income tax purposes, in each case, shall not be taken into account but, for the avoidance of doubt, Tax Distributions any allocation of income or gain to Members other than TA Members as a result of the use of the “remedial method” of allocations within the meaning of Treasury Section 1.704‑3(d) as contemplated by the Original Purchase Agreement and pursuant to Section 4.4(b) shall be taken into account. In addition, any applicable adjustment to the basis of partnership property required to be made only (x) in connection with the 2018 Purchase Agreement under Section 743 of the Code, including as a result of an election by the Company under Section 754 of the Code, with respect to taxable income earned by the Company. For purposes of clause Carlyle Members, or (i)(xy) above, the taxable income of the Company shall be determined by disregarding any adjustment with respect to the taxable income of any Member that arises Intermediate Holdings under Section 743(b) of the Code and is attributable in connection with an Exchange or with any transaction undertaken in connection with the IPO, in the case of clause (y) to the acquisition extent permitted by such Member any obligations in respect of an interest indebtedness for borrowed money of the Company or its Subsidiaries, shall not be taken into account. Except as provided in the preceding sentence, the Income Amount with respect to each Member shall otherwise be determined in accordance with Section 4.4 hereof. Within fifteen (15) days following the end of each Tax Estimation Period, the Company shall distribute to the Members pro rata based upon the number of Units held by each such other Member, an aggregate amount of cash sufficient to provide each such other Member with a distribution at least equal to such other Member’s Required Tax Distribution (provided that notwithstanding the foregoing, the Members shall only receive distributions in respect of their Class P Units or LTIP Units to the extent of their Member’s Required Tax Distribution for such period in respect of such Class P Units or LTIP Units (i.e., which may not result in a transaction described pro rata distribution in Section 743(a) respect of the CodeClass P Units or the LTIP Units, as applicable), and shall not receive any amount in excess of such amount in respect of their Class P Units or LTIP Units, as applicable) (with amounts distributed pursuant to this Section 4.1(e), “Tax Distributions”). Any Tax Distributions shall be treated in all respects as advances against future distributions pursuant to Section 4.1(a); provided that, any Tax Distributions made with respect to Class P Units or LTIP Units which subsequently convert into Class A Common Units pursuant to Section 3.2(b) shall be treated in all respects as advances against any such future distributions made with respect to such Class A Common Units.

Tax Distributions. Subject (i) With respect to each Member the Company shall calculate the excess of (x)(A) the Income Amount allocated or allocable to such Member for the Tax Estimation Period in question and for all preceding Tax Estimation Periods, if any, within the Taxable Year containing such Tax Estimation Period multiplied by (B) the Assumed Tax Rate over (y) the aggregate amount of all prior Tax Distributions in respect of such Taxable Year and any Distributions made to such Member pursuant to Section 4.7 4.1(b) and to any restrictions contained in any agreement to which the Company is boundSection 4.1(c), no later than the tenth day following the end of each Quarterly Estimated Tax Period of each calendar year, the Company shall, with respect to the extent of available cash Tax Estimation Period in question and borrowings of any previous Tax Estimation Period falling in the Company, make a distribution Taxable Year containing the applicable Tax Estimation Period referred to in cash (each, x)(A) (the amount so calculated pursuant to this sentence is herein referred to as a “Member’s Required Tax Distribution”); provided, pro rata however, that the Managing Member may make adjustments in accordance with its reasonable discretion to reflect transactions occurring during the Percentage Interests in effect Taxable Year. For purposes of this Agreement, the “Income Amount” for a Tax Estimation Period shall equal, with respect to such Quarterly Estimated Tax Periodany Member, in an amount equal to the excess of (i) the product of (x) the net taxable income of the Company allocated or allocable to such Member for such Tax Estimation Period (excluding any compensation paid to a Member outside of this Agreement). For the purpose of calculating the Income Amount for a Member in any Tax Estimation Period, (x) any allocation to the TA Members of loss or deduction attributable to such Quarterly Estimated Tax Period and all prior Quarterly Estimated Tax Periods in such calendar year, based upon (I) depreciation of any asset deemed contributed to the information returns filed Company by the Company, as amended or adjusted TA Members pursuant to date, the deemed asset acquisition pursuant to the Original Purchase Agreement and (II) estimated amounts, the provisions related thereto in the case of periods for which the Company has not yet filed information returnsOriginal Purchase Agreement, multiplied by (y) any allocation of loss or deduction to the Assumed Tax Rate, over (iiTA Members as a result of the use of the “remedial method” of allocations within the meaning of Treasury Regulations Section 1.704‑3(d) distributions made as contemplated by the Company pursuant to this Section 4.3 with respect to such calendar year. The Managing Member shall use conventions similar to those adopted Original Purchase Agreement and pursuant to Section 5.2(d4.4(b) to determine the Percentage Interests and (z) any income or gain of the Company or Members with respect to prior to, or arising in connection with, the formation of the Company as a Quarterly Estimated Tax Period. For partnership for income tax purposes, in each case, shall not be taken into account but, for the avoidance of doubt, Tax Distributions any allocation of income or gain to Members other than TA Members as a result of the use of the “remedial method” of allocations within the meaning of Treasury Section 1.704‑3(d) as contemplated by the Original Purchase Agreement and pursuant to Section 4.4(b) shall be taken into account. In addition, any applicable adjustment to the basis of partnership property required to be made only (x) in connection with the 2018 Purchase Agreement under Section 743 of the Code, including as a result of an election by the Company under Section 754 of the Code, with respect to taxable income earned by the Company. For purposes of clause Carlyle Members, or (i)(xy) above, the taxable income of the Company shall be determined by disregarding any adjustment with respect to the taxable income of any Member that arises Intermediate Holdings under Section 743(b) of the Code and is attributable in connection with an Exchange or with any transaction undertaken in connection with the IPO, in the case of clause (y) to the acquisition extent permitted by such Member any obligations in respect of an interest indebtedness for borrowed money of the Company and its Subsidiaries, shall not be taken into account. Except as provided in the preceding sentence, the Income Amount with respect to each Member shall otherwise be determined in accordance with Section 4.4 hereof. Within fifteen (15) days following the end of each Tax Estimation Period, the Company shall distribute to the Members pro rata based upon the number of Units held by each such other Member, an aggregate amount of cash sufficient to provide each such other Member with a distribution at least equal to such other Member’s Required Tax Distribution (provided that notwithstanding the foregoing, the Members shall only receive distributions in respect of their Class P Units or LTIP Units to the extent of their Member’s Required Tax Distribution for such period in respect of such Class P Units or LTIP Units (i.e., which may not result in a transaction described pro rata distribution in Section 743(a) respect of the CodeClass P Units or the LTIP Units, as applicable), and shall not receive any amount in excess of such amount in respect of their Class P Units or LTIP Units, as applicable) (with amounts distributed pursuant to this Section 4.1(e), “Tax Distributions”). Any Tax Distributions shall be treated in all respects as advances against future distributions pursuant to Section 4.1(a); provided that, any Tax Distributions made with respect to Class P Units or LTIP Units which subsequently convert into Class A Common Units pursuant to Section 3.2(b) shall be treated in all respects as advances against any such future distributions made with respect to such Class P Units or LTIP Units, as applicable.

Tax Distributions. Subject (i) With respect to each Member the Company shall calculate the excess of (x)(A) the Income Amount allocated or allocable to such Member for the Tax Estimation Period in question and for all preceding Tax Estimation Periods, if any, within the Taxable Year containing such Tax Estimation Period multiplied by (B) the Assumed Tax Rate over (y) the aggregate amount of all prior Tax Distributions in respect of such Taxable Year and any Distributions made to such Member pursuant to Section 4.7 4.1(b) and to any restrictions contained in any agreement to which the Company is boundSection 4.1(c), no later than the tenth day following the end of each Quarterly Estimated Tax Period of each calendar year, the Company shall, with respect to the extent of available cash Tax Estimation Period in question and borrowings of any previous Tax Estimation Period falling in the Company, make a distribution Taxable Year containing the applicable Tax Estimation Period referred to in cash (each, x)(A) (the amount so calculated pursuant to this sentence is herein referred to as a “Member’s Required Tax Distribution”); provided, pro rata however, that the Managing Member may make adjustments in accordance with its reasonable discretion to reflect transactions occurring during the Percentage Interests in effect Taxable Year. For purposes of this Agreement, the “Income Amount” for a Tax Estimation Period shall equal, with respect to such Quarterly Estimated Tax Periodany Member, in an amount equal to the excess of (i) the product of (x) the net taxable income of the Company allocated or allocable to such Member for such Tax Estimation Period (excluding any compensation paid to a Member outside of this Agreement). For the purpose of calculating the Income Amount for a Member in any Tax Estimation Period, (x) any allocation to the TA Members of loss or deduction attributable to such Quarterly Estimated Tax Period and all prior Quarterly Estimated Tax Periods in such calendar year, based upon (I) depreciation of any asset deemed contributed to the information returns filed Company by the Company, as amended or adjusted TA Members pursuant to date, the deemed asset acquisition pursuant to the Original Purchase Agreement and (II) estimated amounts, the provisions related thereto in the case of periods for which the Company has not yet filed information returnsOriginal Purchase Agreement, multiplied by (y) any allocation of loss or deduction to the Assumed Tax Rate, over (iiTA Members as a result of the use of the “remedial method” of allocations within the meaning of Treasury Regulations Section 1.7043(d) distributions made as contemplated by the Company pursuant to this Section 4.3 with respect to such calendar year. The Managing Member shall use conventions similar to those adopted Original Purchase Agreement and pursuant to Section 5.2(d4.4(b) to determine the Percentage Interests and (z) any income or gain of the Company or Members with respect to prior to, or arising in connection with, the formation of the Company as a Quarterly Estimated Tax Period. For partnership for income tax purposes, in each case, shall not be taken into account but, for the avoidance of doubt, Tax Distributions any allocation of income or gain to Members other than TA Members as a result of the use of the “remedial method” of allocations within the meaning of Treasury Section 1.7043(d) as contemplated by the Original Purchase Agreement and pursuant to Section 4.4(b) shall be taken into account. In addition, any applicable adjustment to the basis of partnership property required to be made only (x) in connection with the 2018 Purchase Agreement under Section 743 of the Code, including as a result of an election by the Company under Section 754 of the Code, with respect to taxable income earned by the Company. For purposes of clause Carlyle Members, or (i)(xy) above, the taxable income of the Company shall be determined by disregarding any adjustment with respect to the taxable income of any Member that arises Intermediate Holdings under Section 743(b) of the Code and is attributable in connection with an Exchange or with any transaction undertaken in connection with the IPO, in the case of clause (y) to the acquisition extent permitted by such Member any obligations in respect of an interest indebtedness for borrowed money of the Company or its Subsidiaries, shall not be taken into account. Except as provided in the preceding sentence, the Income Amount with respect to each Member shall otherwise be determined in accordance with Section 4.4 hereof. Within fifteen (15) days following the end of each Tax Estimation Period, the Company shall distribute to the Members pro rata based upon the number of Units held by each such other Member, an aggregate amount of cash sufficient to provide each such other Member with a distribution at least equal to such other Member’s Required Tax Distribution (with amounts distributed pursuant to this Section 4.1(e), “Tax Distributions”). Any Tax Distributions shall be treated in a transaction described in all respects as advances against future distributions pursuant to Section 743(a) of the Code4.1(a).