Common use of Tax Distributions Clause in Contracts

Tax Distributions. (i) With respect to each Taxable Year, the Company shall, to the extent it has Distributable Cash, make cash distributions (“Tax Distributions”) to each Member in accordance with this Section 4.01(b) and 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 (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each Member for such period) on a quarterly basis on April 15th, June 15th, September 15th and December 15th (or such other dates for which corporations or individuals are required to make quarterly estimated tax payments for U.S. federal income tax purposes, whichever is earlier) (each, a “Quarterly Tax Distribution”); provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date as the Company determines is necessary to enable the Members to timely make estimated income tax payments. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Taxable Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Taxable 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 Taxable Year based on such final accounting shall promptly be distributed to such Member. For the avoidance of doubt, any excess Tax Distributions a Member receives with respect to any Taxable Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect to any subsequent Taxable Year. For the avoidance of doubt, Tax Distributions shall not be treated as an advance on any Distributions. Notwithstanding anything to the contrary in this Agreement, the Manager shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the Members’ Tax Distributions to take into account increases or decreases in the number of Common Units held by each Member during the relevant taxable period or portion thereof; provided that any such equitable adjustments are made in a manner that results in Tax Distributions being made pro rata in proportion to the Members’ respective Percentage Interests for any relevant taxable period or portion thereof.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Smith Douglas Homes Corp.), Limited Liability Company Agreement (Smith Douglas Homes Corp.), Limited Liability Company Agreement (Smith Douglas Homes Corp.)

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Tax Distributions. Without limiting the foregoing, except to the extent otherwise provided under Section 7.5, if the General Partner reasonably determines that the taxable income of the Partnership for any Fiscal Year will give rise to taxable income for the Partners (i“Net Taxable Income”), the General Partner shall to the extent of Net Cash Flow, first cause the Partnership to distribute Net Cash Flow for purposes of allowing Partners (and their constituents) With to fund their (or their members’) respective income tax liabilities deemed to be attributable for purposes of this Agreement to their (or their members’) respective shares of Net Taxable Income (the “Tax Distributions”). The Tax Distributions payable to each such Partner with respect to any Fiscal Year shall be computed based upon the General Partner’s estimate of the Net Taxable Income allocable to such Partner in accordance with the terms hereof, multiplied by the Assumed Tax Rate (the “Tax Amount”). For purposes of computing the Tax Amount, the effect of any benefit to a Partner under Section 743(b) of the Code or other special allocations of income or deductions shall be ignored. Tax Distributions shall only be effected through distributions with respect to Partnership Interests, and shall only be made to Partners. Tax Distributions shall be calculated and paid no later than one day prior to each Taxable quarterly due date (without giving effect to any extensions) for the payment by corporations of estimated taxes under the Code in the following manner (A) for the first quarterly period, 25% of the Tax Amount, (B) for the second quarterly period, 50% of the Tax Amount, less the prior Tax Distributions for such Fiscal Year, (C) for the third quarterly period, 75% of the Tax Amount, less the prior Tax Distributions for such Fiscal Year and (D) for the fourth quarterly period, 100% of the Tax Amount, less the prior Tax Distributions for such Fiscal Year. Following each Fiscal Year, and no later than one day prior to the due date (without giving effect to any extensions) for the payment by corporations of income taxes for such Fiscal Year, the Company shallGeneral Partner shall make an amended calculation of the Tax Amount for such Fiscal Year (the “Amended Tax Amount”), and shall cause the Partnership to distribute a Tax Distribution, out of Net Cash Flow, to the extent it has Distributable Cash, make cash distributions (“that the Amended Tax Distributions”) to each Member in accordance with this Section 4.01(b) and such Member’s Assumed Tax Liability. Amount so calculated exceeds the cumulative Tax Distributions pursuant to this Section 4.01(b)(ipreviously made by the Partnership in respect of such Fiscal Year. If the Amended Tax Amount is less than the cumulative Tax Distributions previously made by the Partnership in respect of the relevant Fiscal Year, then the difference (the “Credit Amount”) shall be estimated by the Company on a quarterly basis andapplied against, to the extent feasibleand shall reduce, shall be distributed to the Members (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each Member for such period) on a quarterly basis on April 15th, June 15th, September 15th and December 15th (or such other dates for which corporations or individuals are required to make quarterly estimated tax payments for U.S. federal income tax purposes, whichever is earlier) (each, a “Quarterly Tax Distribution”); provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date as the Company determines is necessary to enable the Members to timely make estimated income tax payments. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Taxable Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Taxable 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 made to the Partners for subsequent Fiscal Years. Within thirty (30) days following the date on which the Partnership files its U.S. federal income tax return for a Member received Fiscal Year, the General Partner shall make a final calculation of the Tax Amount for such Taxable Fiscal Year based on such final accounting (the “Final Tax Amount”) and shall promptly cause the Partnership to distribute a Tax Distribution, out of Net Cash Flow, to the extent that the Final Tax Amount so calculated exceeds the Amended Tax Amount. If the Final Tax Amount is less than the Amended Tax Amount in respect of the relevant Fiscal Year, then the difference (“Additional Credit Amount”) shall be distributed to such Member. For applied against, and shall reduce, the avoidance amount of doubt, any excess Tax Distributions a Member receives with respect made to any Taxable Year shall reduce the Partners for subsequent Fiscal Years. Any Credit Amount and Additional Credit Amount applied against future Tax Distributions otherwise required to be made to such Member with respect to any subsequent Taxable Year. For the avoidance of doubt, Tax Distributions shall not be treated as an advance on any Distributions. Notwithstanding anything amount actually distributed pursuant to this Section 6.2 for purposes of the contrary in this Agreement, the Manager shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the Members’ Tax Distributions to take into account increases or decreases in the number of Common Units held by each Member during the relevant taxable period or portion thereof; provided that any such equitable adjustments are made in a manner that results in Tax Distributions being made pro rata in proportion to the Members’ respective Percentage Interests for any relevant taxable period or portion thereofcomputations described herein.

Appears in 4 contracts

Samples: HFF, Inc., HFF, Inc., HFF, Inc.

Tax Distributions. (i) With respect On or about each date that is five (5) Business Days prior to each Taxable Yearthe due date for the U.S. federal income tax return of an individual calendar year taxpayer (without regard to extensions) (a “Tax Distribution Date”), the Company shall, to the extent it has of Distributable CashCash as determined by the Manager in its sole discretion, be required to make cash distributions (“Tax Distributions”) a Distribution to each Member of cash in accordance with this Section 4.01(b) and an amount equal to the excess of such Member’s Assumed Tax Liability. Tax , if any, for such immediately preceding Fiscal Year over the Distributions previously made to such Member pursuant to this Section 4.01(b)(i4.01(b) with respect to such Fiscal Year (the “Tax Distributions”). Notwithstanding the foregoing, (i) the Manager may, in its sole discretion exercised in good faith and in lieu of such annual Tax Distributions described in the preceding sentence, make Distributions in cash to each Member on or before such dates on which estimated taxes are required to be paid with respect to a fiscal quarter (the amount of any such Distribution to be calculated by reference to the Assumed Tax Liability of a Member for any such fiscal quarter and reduced by any Distributions previously made to such member during such fiscal quarter); (ii) with respect to the Class B Unitholders the Tax Distributions shall be estimated by mandatory in all events unless such Tax Distribution would violate applicable Law, regardless of Distributable Cash, and not subject to the Company on a quarterly basis and, discretion of the Manager or any other person (and to the extent feasible, shall be distributed to the Members (together with a statement showing the calculation of that such Tax Distribution and an estimate of does violate applicable Law, the Company’s net taxable income allocable to each Member for such period) on parties will determine in good faith if there is a quarterly basis on April 15th, June 15th, September 15th and December 15th (or such other dates for which corporations or individuals are required commercially reasonable manner to make quarterly estimated tax payments for U.S. federal income tax purposes, whichever is earlier) (each, a “Quarterly Tax Distribution”such Distribution not in violation of applicable Law); provided, that the foregoing shall not restrict the Company from making and (iii) if on a Tax Distribution on any other date as the Company determines Date a person who was previously a Member is necessary to enable the Members to timely make estimated income tax payments. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Taxable Year through the end of the relevant quarterly period. A final accounting for no longer a Member (a “Former Member”), Tax Distributions shall be made for each Taxable Year after to such Former Member on the allocation of Tax Distribution Date to the Company’s actual net extent such Former Member is allocated taxable income or loss has been determined and any shortfall in by the amount of Tax Distributions a Member received for such Taxable Year based on such final accounting shall promptly be distributed to such Member. For the avoidance of doubt, any excess Tax Distributions a Member receives Company with respect to any Taxable Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect to any subsequent Taxable Year. For the avoidance of doubt, Tax Distributions shall not be treated as an advance on any Distributions. Notwithstanding anything to the contrary in this Agreement, the Manager shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the Members’ Tax Distributions to take into account increases or decreases in the number of Common Units held by each Member during the relevant a prior taxable period (or portion thereof; provided that any ) for which such equitable adjustments are made in Former Member has not previously received a manner that results in Tax Distributions being made pro rata in proportion to the Members’ respective Percentage Interests for any relevant taxable period or portion thereofDistribution.

Appears in 4 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Acreage Holdings, Inc.), Limited Liability Company Agreement (Acreage Holdings, Inc.)

Tax Distributions. (i) With respect to each Taxable 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 and to prevent their insolvency (such limitations, the “Liquidity Limitations”), the Company shall, to the extent it has Distributable Cashpermitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with this Section 4.01(b) 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 (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each Member for such period) on a quarterly basis on April 15th, June 15th, September 15th and December 15th (or such other dates that allow for which corporations or individuals are required to make timely payment of quarterly estimated tax payments for U.S. federal income tax purposespurposes by both individuals and corporations, whichever is earlieras determined by the Manager) (each, a “Quarterly Tax Distribution”); providedprovided that, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date as the Company determines is necessary to enable the Members to timely make estimated income tax paymentsdate. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Taxable current Fiscal Year through the end of the relevant based on four equal quarterly periodinstallments, which may be adjusted for updated quarterly estimations. A final accounting for Tax Distributions shall be made for each Taxable 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 Taxable Fiscal Year based on such final accounting shall promptly be distributed to such MemberMember (subject to the Liquidity Limitations). For the avoidance of doubt, any excess Tax Distributions a Member receives with respect to any Taxable Fiscal Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect to any subsequent Taxable Fiscal Year. For the avoidance of doubt, Tax Distributions shall not be treated as an advance on any Distributions. Notwithstanding anything to the contrary in this Agreement, the Manager shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the Members’ Tax Distributions to take into account increases or decreases in the number of Common Units held by each Member during the relevant taxable period or portion thereof; provided that any such equitable adjustments are made in a manner that results in Tax Distributions being made pro rata in proportion to the Members’ respective Percentage Interests for any relevant taxable period or portion thereof.

Appears in 3 contracts

Samples: Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.)

Tax Distributions. To the extent funds of the Company are legally available for distribution by the Company and such distribution would not be prohibited under any credit facility or any other agreement to which the Company or any of its Subsidiaries is a party, in each case, as determined by Vivid Seats in its reasonable discretion (i) With the “Tax Distribution Conditions”), with respect to each Taxable YearFiscal Quarter (or portion thereof), the Company shallshall distribute to each Unitholder, to the extent it has Distributable Cash, make an amount of cash distributions (each a “Tax DistributionsDistribution”) that is at least equal to each Member in accordance with this Section 4.01(b) and such MemberUnitholder’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 (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each Member Liability for such period) on a quarterly basis on April 15th, June 15th, September 15th and December 15th Fiscal Quarter (or such other dates for which corporations or individuals are required to make quarterly estimated tax payments for U.S. federal income tax purposes, whichever is earlier) (each, a “Quarterly Tax Distribution”portion thereof); provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date as the Company determines is necessary to enable the Members to timely make estimated income tax payments. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Taxable Year through the end of the relevant quarterly period. A final accounting for All Tax Distributions shall be made for each Taxable Year after pro rata on a per-Common Unit basis in an amount such that the allocation of Unitholder with the Company’s actual net taxable income or loss has been determined and any shortfall in the highest Assumed Tax Liability per Common Unit receives an amount of Tax Distributions a Member received for such Taxable Year based on such final accounting shall promptly be distributed equal to such Member. For Unitholder’s Assumed Tax Liability, on a quarterly basis at least five (5) days prior to the avoidance of doubt, date on which any excess Tax Distributions a Member receives estimated tax payments are due with respect to the relevant Fiscal Quarter, in order to permit each Unitholder (or the beneficial owners of any Taxable Year shall reduce future Tax Distributions otherwise required Unitholder) to be made to such Member with respect to any subsequent Taxable Yeartimely pay its estimated tax obligations for the applicable Fiscal Quarter (or portion thereof). For the avoidance of doubt, Tax Distributions shall not be treated as an advance on any Distributions. Notwithstanding anything to the contrary in this Agreement, the Manager The Board shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the Members’ each Unitholder’s Tax Distributions (but in any event pro rata in proportion to each Unitholder’s respective number of Common Units) to take into account increases or decreases in the number of Common Units held by each Member Unitholder during the relevant taxable period period. All Tax Distributions shall be treated for all purposes under this Agreement as advances against, and shall offset and reduce dollar-for-dollar, subsequent Distributions under Section 4.1(b) or Section 11.2. In determining the amount of any Tax Distributions, (i) the Assumed Tax Liability of Vivid Seats shall be increased if, and solely to the extent, necessary to allow Vivid Seats to satisfy its own tax obligations for the applicable Fiscal Quarter or portion thereof; provided that thereof and payments currently due and owing under the Tax Receivable Agreement, taking into account any such equitable adjustments are Distributions previously made in a manner that results in to Vivid Seats under this Agreement and (ii) the Assumed Tax Distributions being made pro rata in proportion Liability of TopCo shall be increased if, and solely to the Members’ respective Percentage Interests for extent, necessary to allow TopCo to make payments to any relevant of its members that are allocated taxable period or portion thereofincome in respect of their indirect interests in the Company attributable to an applicable Fiscal Quarter, without regard to whether taxable income of the Company is allocated to TopCo with respect to such Fiscal Quarter.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Vivid Seats Inc.), Limited Liability Company Agreement (Vivid Seats Inc.), Limited Liability Company Agreement (Horizon Acquisition Corp)

Tax Distributions. (i) With respect to each Taxable 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 it has Distributable Cashpermitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance with this Section 4.01(b) 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 (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each Member for such period) on a quarterly basis on April 15th, June 15th, September 15th and December January 15th (of the succeeding year) (or such other dates for which corporations or individuals are required to make quarterly estimated tax payments for U.S. federal income tax purposes, whichever is earlier) (each, a “Quarterly Tax Distribution”); , provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date as the Company determines is necessary to enable the Members to timely make estimated income tax paymentsdate. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Taxable Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Taxable 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 Taxable Fiscal Year based on such final accounting shall promptly be distributed to such Member. For the avoidance of doubt, any excess Tax Distributions a Member receives with respect to any Taxable Fiscal Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect to any subsequent Taxable Fiscal Year. For the avoidance of doubt, Tax Distributions shall not be treated as an advance on any Distributions. Notwithstanding anything to the contrary in this Agreement, the Manager shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the Members’ Tax Distributions to take into account increases or decreases in the number of Common Units held by each Member during the relevant taxable period or portion thereof; provided that any such equitable adjustments are made in a manner that results in Tax Distributions being made pro rata in proportion to the Members’ respective Percentage Interests for any relevant taxable period or portion thereof.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Shoals Technologies Group, Inc.), Limited Liability Company Agreement (Shoals Technologies Group, Inc.), Limited Liability Company Agreement (Shoals Technologies Group, Inc.)

Tax Distributions. (i) With respect to each Taxable Year, the Company shallNotwithstanding Section 10.1(b), to the extent it has Distributable Casha Member receives or is estimated to receive allocations of net taxable income and gain (including, make cash distributions without limitation, allocations of income pursuant to Section 9.3(b)) for a Fiscal Period (or a portion thereof) that when added to the net taxable income and gain from all prior Fiscal Periods exceeds net taxable deductions and losses previously allocated to such Member in all prior Fiscal Periods (“Tax Excess Income”), but has not otherwise received aggregate corresponding Distributions of Net Cash Flow pursuant to Section 10.1 (taking into account all prior Distributions”) to each Member , including, without limitation, Distributions in accordance with this Section 4.01(b) previous Fiscal Periods and such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i10.1(a)) shall be estimated by sufficient to pay (i) the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Members (together with a statement showing the calculation of such Tax Distribution and an estimate greater of the Company’s net taxable income allocable to each Member for such period) on a quarterly basis on April 15th, June 15th, September 15th and December 15th (or such other dates for which corporations or individuals are required to make quarterly estimated tax payments for U.S. federal income tax purposesor U.S. federal alternative minimum income tax, whichever is earlierplus (ii) the greater of the state and local income tax or state and local alternative minimum income tax, on such Member’s Excess Income (eachincluding any estimate thereof) based on the Assumed Tax Rate (“Distribution Shortfall”), the Company shall distribute to the Members a sufficient amount of Net Cash Flow (limited to the amount thereof) to satisfy such Distribution Shortfall for each Member (Quarterly Tax Distribution”); provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date as the Company determines is necessary to enable the Members to timely make estimated income tax payments. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Taxable Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made quarterly (15 days prior to the due date) in an amount necessary for each Taxable Year after the allocation payment of U.S. federal estimated or income tax (as applicable) in amounts sufficient to satisfy the U.S. federal, state and local estimated and income tax obligations of the Members (calculated based on the Assumed Tax Rate and the Company’s actual net estimate of the taxable income or loss has been determined and any shortfall in that will be allocated to such Members for the amount current Fiscal Period). In the event that Net Cash Flow is insufficient to satisfy the Tax Distribution requirements of this Section 10.1(a) when payable, such deficiency shall be satisfied as soon as Net Cash Flow exists. Any Tax Distributions Distribution paid to a Member received for such Taxable Year based on such final accounting under this Section 10.1(a) after the Effective Date shall promptly be distributed to such Member. For the avoidance treated as a preliminary Distribution of doubt, any excess Tax Distributions a Member receives with respect to any Taxable Year shall reduce future Tax Distributions otherwise required to be made amounts due to such Member with respect under Section 10.1(b)(ii) and any future Distributions due to any such Member under Section 10.1(b)(ii) shall be adjusted so that, to the greatest extent possible, aggregate Distributions are according to the Section 10.1(b) priorities. Amounts distributed to satisfy estimated tax payments shall be taken into account in computing subsequent Taxable Year. For the avoidance of doubt, Tax Distributions shall not be treated as an advance on any Distributions. Notwithstanding anything to the contrary in this Agreement, the Manager shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the Members’ Tax Distributions to take into account increases or decreases in the number of Common Units held by each Member during the relevant taxable period or portion thereof; provided that any such equitable adjustments are made in a manner that results in Tax Distributions being made pro rata in proportion to the Members’ respective Percentage Interests for any relevant taxable period or portion thereofhereunder.

Appears in 2 contracts

Samples: Company Operating Agreement (SRAM International Corp), Master Transaction Agreement (SRAM International Corp)

Tax Distributions. (i) With respect Notwithstanding any other provision herein to each Taxable Yearthe contrary, so long as the Company is treated as a partnership for federal and state income tax purposes, the Company shallshall distribute to the Unitholders in respect of their Units, in the proportions specified herein, to the extent it has Distributable Cashthat funds are legally available therefor and would not be prohibited under any credit facility to which the Company or any Subsidiary is a party, make cash distributions for each Fiscal Year an amount (any such amount, a “Tax DistributionsDistribution”) in cash equal to each Member in accordance with this Section 4.01(bthe product of: (i) and such Member’s the Company Income Amount for the Fiscal Year, multiplied by (ii) the Assumed Tax LiabilityRate for such Fiscal Year. Tax Distributions pursuant to this Section 4.01(b)(i) The “Company Income Amount” for a Fiscal Year shall be estimated by the Company on a quarterly basis andan amount, if positive, equal to the extent feasible, shall be distributed to the Members (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each Member of the Company for such period) on a quarterly basis on April 15thFiscal Year, June 15th, September 15th and December 15th (or such other dates for which corporations or individuals are required to make quarterly estimated tax payments for U.S. federal income tax purposes, whichever is earlier) (each, a “Quarterly Tax Distribution”); provided, that the foregoing shall not restrict the Company from making a Tax Distribution on minus any other date as the Company determines is necessary to enable the Members to timely make estimated income tax payments. Quarterly Tax Distributions shall take into account the estimated net taxable income or loss of the Company for any prior Fiscal Year not previously taken into account for purposes of this Section 4.2 to the Taxable Year through extent such loss would be available under the end Code to offset income of the relevant quarterly periodUnitholders (or, as appropriate, the direct or indirect partners or members of the Unitholders) determined as if income and loss from the Company was the only income and loss of the Unitholders (or, as appropriate, the direct or indirect partners or members of the Unitholders) in such Fiscal Year and all prior Fiscal Years. A final accounting The “Assumed Tax Rate” for a Fiscal Year shall be equal to the sum of the highest marginal federal, state, and local income tax rates applicable to any Unitholder residing in the United States or its partners or members, as determined by the Board based on the information available to it (taking into account the character of the Company’s income and the deductibility of state and local taxes for federal income tax purposes). Such Tax Distributions shall be made for to Unitholders on an estimated basis each Taxable Year after quarter as determined by the allocation Board. The Board shall be entitled to adjust subsequent Tax Distributions up or down to reflect any variation between such estimated quarterly Tax Distributions and the Tax Distributions that would have been computed under this Section 4.1(b) based on subsequent Tax information. Tax Distributions shall be made to the Unitholders in the proportion that the amount 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 allocated to such Unitholder pursuant to this Article IV for such Taxable Fiscal Year based on such final accounting shall promptly be distributed (net of any taxable losses previously allocated to such MemberHolder that are taken into account in determining the Company Income Amount for such Fiscal Year) bears to the Company’s total taxable income allocated to all Unitholders pursuant to this Article IV for such Fiscal Year (net of any taxable losses previously allocated to all Unitholder that are taken into account in determining the Company Income Amount for such Fiscal Year). For the avoidance of doubt, any excess Tax Distributions a Member receives with respect to any Taxable Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect to any subsequent Taxable Year. For the avoidance of doubt, Tax Distributions shall not be treated as an advance considered advances on any Distributions. Notwithstanding anything to the contrary in this Agreement, the Manager shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the Members’ Tax Distributions to take into account increases or decreases in the number of Common Units held by each Member during the relevant taxable period or portion thereof; provided that any such equitable adjustments are made in a manner that results in Tax Distributions being made pro rata in proportion to the Members’ respective Percentage Interests for any relevant taxable period or portion thereofUnitholders under Section 4.1(a).

Appears in 2 contracts

Samples: Limited Liability Company Agreement (VWR, Inc.), Limited Liability Company Agreement (VWR Funding, Inc.)

Tax Distributions. To the extent funds of the Company are legally available for distribution by the Company and such distribution would not be prohibited under any credit facility to which the Company or any of its Subsidiaries is a party (i) With the “Tax Distribution Conditions”), with respect to each Taxable YearFiscal Quarter, the Company shallshall distribute to each Unitholder, an amount of cash (each a “Tax Distribution”) equal to such Unitholder’s Assumed Tax Liability for such Fiscal Quarter. To the extent a holder of Common Units would receive for any Fiscal Quarter less than its Pro Rata Share of the aggregate Tax Distributions to be paid pursuant to the preceding sentence (determined for this purpose by taking into account only Common Units and Tax Distributions with respect to Common Units), the Tax Distributions to such Unitholder shall be increased to ensure that all Tax Distributions to holders of Common Units are made in accordance with their Pro Rata Share (determined for this purpose by taking into account only Common Units and Tax Distributions with respect to Common Units). The Manager shall be entitled to adjust subsequent Tax Distributions up or down to reflect any variation between its prior estimation of quarterly Tax Distributions and the Tax Distributions that would have been computed under this Section 4.1(a)(i) based on subsequent information. In the event that due to the Tax Distribution Conditions the funds available for any Tax Distribution to be made hereunder are insufficient to pay the full amount of the Tax Distribution that would otherwise be required under this Section 4.1(a)(i), the Company shall use its reasonable best efforts to distribute to the Unitholders the amount of funds that are available after application of the Tax Distribution Conditions on a pro rata basis (according to the amounts that would have been distributed to each Unitholder pursuant to this Section 4.1(a)(i) if available funds (after application of the Tax Distribution Conditions) existed in a sufficient amount to make such Distribution in full, including application of the requirement that Tax Distributions with respect to Common Units be made pro rata). At any time thereafter when additional funds of the Company are available for Distribution after application of the Tax Distribution Conditions, the Company shall use its reasonable best efforts to immediately distribute such funds to the Unitholders on a pro rata basis (according to the amounts that would have been distributed to each Unitholder pursuant to this Section 4.1(a)(i) if available funds (after application of the Tax Distribution Conditions) would have existed in a sufficient amount to make such Tax Distribution in full). Tax Distributions shall be treated as advanced distributions under the other provisions of this Section 4.1. The Company shall use its reasonable best efforts to cause Subsidiaries of the Company to make distributions to the Company sufficient to permit it to pay Tax Distributions. Notwithstanding the foregoing, in no event will any Participation Threshold Unit be entitled to receive Tax Distributions hereunder to the extent a distribution with respect to such Participation Threshold Unit would create or increase a negative Capital Account balance of the holder of such Unit, determined for this purpose as if each Participation Threshold Unit was held by a single holder from the Effective Date until the date of the applicable distribution and which holder owns no other Units (and provided that in no event will any Participation Threshold Unit that is excluded from participating in a Tax Distribution as a result of this sentence be taken into account in determining the Pro Rata Share of Members entitled to receive Tax Distributions, to the extent it has Distributable Cash, make cash distributions (“Tax Distributions”) to each Member in accordance with this Section 4.01(b) and 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 (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each Member for such period) on a quarterly basis on April 15th, June 15th, September 15th and December 15th (or such other dates for which corporations or individuals are required to make quarterly estimated tax payments for U.S. federal income tax purposes, whichever is earlier) (each, a “Quarterly Tax Distribution”so excluded); provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date as the Company determines is necessary to enable the Members to timely make estimated income tax payments. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Taxable Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Taxable 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 Taxable Year based on such final accounting shall promptly be distributed to such Member. For the avoidance of doubt, any excess Tax Distributions a Member receives with respect to any Taxable Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect to any subsequent Taxable Year. For the avoidance of doubt, Tax Distributions shall not be treated as an advance on any Distributions. Notwithstanding anything to the contrary in this Agreement, the Manager shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the Members’ Tax Distributions to take into account increases or decreases in the number of Common Units held by each Member during the relevant taxable period or portion thereof; provided that any such equitable adjustments are made in a manner that results in Tax Distributions being made pro rata in proportion to the Members’ respective Percentage Interests for any relevant taxable period or portion thereof.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Powerschool Holdings, Inc.), Limited Liability Company Agreement (Powerschool Holdings, Inc.)

Tax Distributions. Within thirty (30) days, or as soon thereafter as possible, after the end of each fiscal quarter of the Company, the Company shall calculate and distribute to each Member such Member’s Mandatory Tax Distribution Amount (as defined herein). The “Mandatory Tax Distribution Amount” for each Member in each fiscal quarter of each Fiscal Year means an amount equal to the excess of (i) With respect to each Taxable Year, the Company shall, to the extent it has Distributable Cash, make cash distributions product of (“Tax Distributions”A) to each Member in accordance with this Section 4.01(b) and 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 (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable allocated to each Member for such period) on a quarterly basis on April 15th, June 15th, September 15th and December 15th (or such other dates for which corporations or individuals are required reasonably estimated to make quarterly estimated tax payments for U.S. federal income tax purposes, whichever is earlierbe allocable to) (each, a “Quarterly Tax Distribution”); provided, that Member from the foregoing shall not restrict the Company from making a Tax Distribution on any other date as the Company determines is necessary to enable the Members to timely make estimated income tax payments. Quarterly Tax Distributions shall take into account the estimated taxable income or loss beginning of the Company for the Taxable Fiscal Year through the end of such fiscal quarter attributable to the relevant items allocated to that Member pursuant to this Agreement and (B) the maximum federal corporate income tax rate and the maximum combined state and local corporate income tax rate to which any Member is subject (less the effect of the deduction of state and local income taxes on the federal return, assuming no limitation of that deduction under Code Section 68), over (ii) the aggregate Mandatory Tax Distribution Amounts distributed to that Member for all prior fiscal quarters in such Fiscal Year. Solely for purposes of this Section 10.1.2, if a Member is allocated a loss for federal income tax purposes under Article 9 for any Fiscal Year or period of the Company beginning after the date of this Agreement, such net loss shall be offset against, and shall reduce the income allocated (or reasonably estimated to be allocable) to, such Member under this Section 10.1.2 in subsequent fiscal quarters of the Company (until such loss is exhausted) for purposes of calculating the Mandatory Tax Distribution Amount for such Member for such subsequent fiscal quarters within the same calendar year. The Mandatory Tax Distribution Amount shall be paid by check delivered by Express Mail, or by wire transfer, (i) at least ten (10) days in advance of each date on which quarterly periodpayments of estimated federal income taxes are due and (ii) on April 10th of the following tax year for any reconciliation amounts. A final accounting for Payments of Mandatory Tax Distributions Distribution Amounts shall be made for each Taxable Year after the allocation before any other distributions 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 Taxable Year based on such final accounting shall promptly be distributed to such Member. For the avoidance of doubt, any excess Tax Distributions a Member receives with respect to any Taxable Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect to any subsequent Taxable Year. For the avoidance of doubt, Tax Distributions shall not be treated as an advance on any Distributions. Notwithstanding anything to the contrary in this Agreement, the Manager shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the Members’ Tax Distributions to take into account increases or decreases in the number of Common Units held by each Member during the relevant taxable period or portion thereof; provided that any such equitable adjustments are made in a manner that results in Tax Distributions being made pro rata in proportion to the Members’ respective Percentage Interests for any relevant taxable period or portion thereofDistributable Cash.

Appears in 1 contract

Samples: Share Purchase Agreement (Scripps E W Co /De)

Tax Distributions. Notwithstanding the foregoing, following [***] and only with respect to any taxable year in which the Company does not liquidate or sell all or substantially all of its assets, upon payment in full of all outstanding principal of, and any accrued but unpaid interest on, any Cash Shortfall Loan, the Company shall make cash distributions to the Members in amounts sufficient to cause each Member to have received cumulative distributions under this Article 7 with respect to the prior taxable year at least equal to 41% of the Member’s distributive share of the lesser of (i) With respect to each Taxable Year, the Company shall, to Company’s net taxable income for such prior taxable year and (ii) the extent it has Distributable Cash, make cash distributions excess of (“Tax Distributions”x) to each Member in accordance with this Section 4.01(b) and 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 (together with a statement showing the calculation of such Tax Distribution and an estimate cumulative amount of the Company’s net taxable income allocable to each Member (as determined in accordance with Code Section 703(a)) for such periodall taxable years over (y) on a quarterly basis on April 15th, June 15th, September 15th and December 15th the cumulative amount of the Company’s net taxable loss (or such other dates as determined in accordance with Code Section 703(a)) for which corporations or individuals are required to make quarterly estimated tax payments for U.S. federal income tax purposes, whichever is earlier) all taxable years (each, a the Quarterly Tax DistributionDistribution Amount”); provided, provided that the foregoing shall not restrict the Company from making a Tax Distribution on any other date as the Company determines is necessary to enable the Members to timely make estimated income tax payments. Quarterly Tax Distributions (i) distributions under this Section 7.1(b) shall take into account (and be offset as appropriate by) any prior or concurrent distributions made under Section 7.1(a) and Section 7.1(c) of this Agreement with respect to the estimated taxable income or loss of year for which the Company for the Taxable Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Taxable Year after the allocation of the Company’s actual net taxable income or loss has been distribution amount under this Section 7.1(b) is being determined and any shortfall in corresponding provisions of the operating agreement for the Netherlands Joint Venture with respect to the taxable year for which the distribution amount of Tax Distributions a Member received under this Section 7.1(b) is being determined (for such Taxable Year based on such final accounting shall promptly be distributed to such Member. For the avoidance of doubt, on any excess particular Tax Distributions Distribution Date (as defined in the next sentence), the Company shall only be required to make a Member receives distribution pursuant to this Section 7.1(b) in the event that (and only to the extent that) the Tax Distribution Amount for the prior taxable year exceeds the amount of cash distributed by the Joint Ventures pursuant to Section 7.1(a) and Section 7.1(c) hereof (and any corresponding provisions of the operating agreement for the Netherlands Joint Venture) with respect to the taxable year for which the distribution amount under this Section 7.1 (b) is being determined), (ii) all determinations of the Tax Distribution Amount shall not take into account any Taxable Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect items of taxable income allocated to any subsequent Taxable Year. For Member pursuant to Section 704(c) of the avoidance of doubtCode, Tax Distributions shall not be treated as an advance on any Distributions. Notwithstanding anything to the contrary and (iii) in this Agreement, the Manager shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the Members’ Tax Distributions order to take into account increases changes in Federal, state, local or decreases in foreign tax rates, the number Board may increase or decrease the applicable percentage rate. Subject to Section 4.3 and Section 4.4, the Tax Distribution Amount, if any, shall be paid within 60 days following the end of Common Units held by each Member during Fiscal Year of the relevant taxable period or portion thereof; provided that any such equitable adjustments are made in a manner that results in Company (the “Tax Distributions being made pro rata in proportion Distribution Date”). *** Note: Confidential treatment has been requested with respect to the Members’ respective Percentage Interests for any relevant taxable period or portion thereofinformation contained within the [***] marking. Such portions have been omitted from this filing and have been files separately with the Securities and Exchange Commission.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Verisign Inc/Ca)

Tax Distributions. (i) With respect to each Taxable YearExcept as set forth in Section 12.5, the Company shall, shall distribute to all Members prior to the extent it has Distributable Cash, make cash distributions (“10th day before the due date of the federal quarterly estimated tax payments an aggregate amount equal to the Base Tax Distributions”) Rate times the allocations of taxable income made or expected to each Member in accordance with this Section 4.01(b) and such Member’s Assumed Tax Liability. Tax Distributions be made pursuant to this Section 4.01(b)(i) Article 5 for such quarter (the “Tax Distribution”). The Board of Managers shall be estimated by determine the Company on a quarterly basis and, amount to the extent feasible, shall be distributed to the Members (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable pursuant to each Member for such period) on a quarterly basis on April 15th, June 15th, September 15th and December 15th (or such other dates for which corporations or individuals are required to make quarterly estimated tax payments for U.S. federal income tax purposes, whichever is earlier) (each, a “Quarterly Tax Distribution”); provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date as the Company determines is necessary to enable the Members to timely make estimated income tax payments. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Taxable Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Taxable Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall this Section 5.2.1 in the amount of Tax Distributions a Member received for such Taxable Year its reasonable discretion based on such final accounting shall promptly be distributed to such Member. For reasonable assumptions as the avoidance Board of doubt, any excess Tax Distributions a Member receives with respect to any Taxable Year shall reduce future Tax Distributions otherwise required Managers determines in good faith to be made appropriate, including by making reasonable adjustments to such Member with respect to any subsequent Taxable Year. For the avoidance of doubt, Tax Distributions shall not be treated as an advance on any Distributions. Notwithstanding anything to the contrary in this Agreement, the Manager shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the Members’ each quarter’s Tax Distributions to take into account increases the extent to which Tax Distributions paid in prior quarters are less or decreases more than the amount required to take into account actual taxable income for such quarters and estimated taxable income for the current quarter. Except as set forth in Section 12.5, Tax Distributions shall be divided among the number of Common Units held by each Member during the relevant taxable period or portion thereofMembers pro rata in accordance with their Percentage Interests; provided that if there is a change in Percentage Interest of any Member during any taxable period, such equitable adjustments are made in allocations shall be based on allocations of taxable income during each such portion of the taxable period, as determined under Section 5.6.1(d). The “Base Tax Rate” shall be equal to 54%. The Board of Managers shall consider adjusting the Base Tax Rate to be above 54% if requested by a manner Member upon a determination that results in the federal and state tax rates affecting the Member (or the Member’s taxpayers) have increased by more than 1%; provided, however, the Board of Managers shall have no obligation to increase the Base Tax Rate. For purposes of computing taxable income under this Section 5.2.1, taxable income shall be determined without taking account the effect of any benefit to a Member under Sections 199A, 743(b), or 734(b) of the Code, but after taking into account the effect of any allocations pursuant to Section 704(c) of the Code. All Tax Distributions being shall be treated as an advance against, and shall be taken into account in determining, other distributions pursuant to Section 5.2.2 or Section 13.3; provided, that the Tax Distribution made pro rata in proportion prior to the Members’ respective Percentage Interests for any relevant taxable period execution of this Agreement shall not be so treated as an advance against, or portion thereoftaken into account in determining, other distributions pursuant to Section 5.2.2 or Section 13.3.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Jefferies Financial Group Inc.)

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Tax Distributions. Subject to the restrictions of any of the Partnership’s and/or its Subsidiaries’ then applicable debt financing agreements and subject to the retention of any other amounts necessary to satisfy the Partnership’s and/or its Subsidiaries’ obligations as determined in good faith by the General Partner (ithe “Applicable Restrictions”), at least five (5) With respect days before each date prescribed by the Code for a calendar year corporation to each Taxable Year, the Company shallpay, to the extent it has Distributable Cashof any Available Cash Flow, make quarterly installments of estimated tax, the Partnership shall distribute to each Limited Partner cash distributions (“Tax DistributionsAdvances”) in proportion to each Member in accordance with this Section 4.01(b) and 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 feasibleof such Limited Partner’s Quarterly Estimated Tax Amount for the applicable quarter. If, shall be at any time after the final Quarterly Estimated Tax Amount has been distributed pursuant to the Members (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each Member for such period) on a quarterly basis on April 15th, June 15th, September 15th and December 15th (or such other dates for which corporations or individuals are required to make quarterly estimated tax payments for U.S. federal income tax purposes, whichever is earlier) (each, a “Quarterly Tax Distribution”); provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date as the Company determines is necessary to enable the Members to timely make estimated income tax payments. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Taxable Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Taxable 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 Taxable Year based on such final accounting shall promptly be distributed to such Member. For the avoidance of doubt, any excess Tax Distributions a Member receives previous sentence with respect to any Taxable Year, the aggregate Tax Advances to any Limited Partner with respect to such Taxable Year are less than such Limited Partner’s Tax Amount for such Taxable Year (a “Shortfall Amount”), then the Partnership shall (subject to the Applicable Restrictions) distribute cash to the Limited Partners in proportion to and to the extent of each Limited Partner’s Shortfall Amount for such Taxable Year before the seventy-fifth (75th) day of the next succeeding Taxable Year. If the aggregate distributions made to any Limited Partner pursuant to this Section 7.4 for any Taxable Year exceed such Limited Partner’s Tax Amount for such Taxable Year (an “Excess Amount”) such Excess Amount shall reduce future Tax Distributions otherwise required to subsequent distributions that would be made to such Member with respect Limited Partner pursuant to this Section 7.4, except to the extent the distributions giving rise to such Excess Amount have been credited against an amount otherwise distributable pursuant to Section 7.1. The amount distributable to any subsequent Taxable Year. For Limited Partner pursuant to Section 7.1 or Section 10.2 shall be reduced by the avoidance of doubt, Tax Distributions shall not be treated as an advance on any Distributions. Notwithstanding anything amount distributed to such Limited Partner pursuant to this Section 7.4 (to the contrary extent not previously taken into account as a reduction pursuant to this sentence) and the amount distributed under this Section 7.4 shall be deemed to have been distributed pursuant to Section 7.1 at the time such amount is taken into account as a reduction in this Agreement, distributions otherwise payable under Section 7.1 or Section 10.2 for purposes of making the Manager calculations required by Section 7.1. No Limited Partner shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) be liable to the Members’ Tax Distributions to take into account increases or decreases in the number of Common Units held by each Member during the relevant taxable period or portion thereof; provided that any such equitable adjustments are made in a manner that results in Tax Distributions being made pro rata in proportion to the Members’ respective Percentage Interests Partnership for any relevant taxable period amount distributed to it pursuant to this Section 7.4 or portion thereof.for any interest on such amount. 7.5

Appears in 1 contract

Samples: Limited Partnership Agreement (Newtek Business Services Corp.)

Tax Distributions. The Managing Member shall (i) With respect to each Taxable Year, the Company shall, solely to the extent it has Distributable of any Available Cash) cause the Company, no later than five days prior to the date on which U.S. federal corporate quarterly estimated tax payments are due for a taxpayer with a taxable year ending on December 31, to make cash distributions a distribution (a “Tax DistributionsDistribution”) to each Member in accordance with this Section 4.01(b) and 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, an WEIL:\98138660\9\68083.0004 amount equal to the extent feasible, shall be distributed to excess of (A) the Members product of (together with a statement showing i) the calculation of such Tax Distribution and an estimate of the Company’s estimated net taxable income allocable to each Member such Member, for such period) on a quarterly basis on April 15th, June 15th, September 15th and December 15th (or such other dates for which corporations or individuals are required to make quarterly estimated tax payments for U.S. federal income tax purposes, whichever is earlier) (each, a “Quarterly Tax Distribution”); provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date as the Company determines is necessary to enable the Members to timely make estimated income tax payments. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Taxable Year year through the end of such period, and (ii) the relevant quarterly periodAssumed Income Tax Rate, over (B) distributions previously made to such Member pursuant to this Section 5.03 or Section 12.02 with respect to the taxable year. A final accounting for Tax Distributions shall be made for each Taxable Year after the allocation of the Company’s actual net taxable income or loss has been determined for a taxable year (or applicable portion thereof) and any shortfall in the amount of Tax Distributions a Member received for such Taxable Year taxable year based on such final accounting shall shall, to the extent of Available Cash, be promptly be distributed to such Member. In computing taxable income or loss for purposes of this Section 5.03(e), items of income, gain, loss and deduction shall be determined (i) with or without regard to any adjustments pursuant to Section 743 of the Code (in whole or in part), in the sole discretion of the Managing Member, and (ii) taking into account any allocations under Section 704(c) of the Code and the Treasury Regulations thereunder. A Tax Distribution to a Member in respect of any LLC Unit shall be charged against current or future distributions to which such Member would otherwise have been entitled under this Section 5.03 or Section 12.02 in respect of such Unit; provided, however, all LLC Units shall participate in distributions made pursuant to Section 5.03 on a pro rata basis. Notwithstanding the foregoing, (A) any distributions made pursuant to this Section 5.03(e) shall be made to the Members on a pro rata basis in accordance with the number of each Member’s LLC Units over the total number of outstanding LLC Units, (B) to the extent of Available Cash, the pro rata amount to be distributed to each Member shall be calculated based on the distribution to the Member that would have the highest Tax Distribution under this Section 5.03(e) on a per-unit basis, calculated without regard to this sentence and (C) if there is insufficient Available Cash to make all of the distributions described in clause (B), the amount that would have been distributed to each Member pursuant to clause (B) shall be reduced on a pro rata basis. For the avoidance of doubt, any excess Tax Distributions whether a Member receives with respect to any Taxable Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect to any subsequent Taxable Year. For the avoidance of doubt, Tax Distributions shall not be distribution is treated as an advance on any Distributions. Notwithstanding anything a Tax Distribution or a distribution pursuant to the contrary in Section 5.03(b) is not intended to impact allocations or ultimate economic entitlement under this Agreement, the Manager and this Agreement shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the Members’ Tax Distributions to take into account increases or decreases in the number of Common Units held by each Member during the relevant taxable period or portion thereof; provided that any be interpreted consistent with such equitable adjustments are made in a manner that results in Tax Distributions being made pro rata in proportion to the Members’ respective Percentage Interests for any relevant taxable period or portion thereofintent.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Portillo's Inc.)

Tax Distributions. The Company shall distribute to each Member with respect to each fiscal quarter following the Effective Time amounts at least two (2) 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) With respect to each Taxable Year, (A) the Company shall, to the extent it has Distributable Cash, make cash distributions (“Tax Distributions”) to each Member in accordance with this Section 4.01(b) and 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 (together with a statement showing the calculation amount of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each such Member in respect of such fiscal quarter reduced by allocable losses (including losses allocable to any predecessor of such Member) for such periodprior 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 (B) on a quarterly basis on April 15than assumed tax rate equal to the highest marginal federal, June 15thstate and local income tax rate applicable to individual residents of New York City at the relevant time, September 15th as adjusted to take into account deductions reasonably expected to be available under Section 199A of the Code and December 15th the ability (or such other dates for which corporations or individuals are required if any) to make quarterly estimated tax payments deduct state and local income taxes for U.S. federal income tax purposes, whichever is earlier) reduced by any credits reasonably expected to be available (eachincluding credits for FICA taxes, a “Quarterly Tax Distribution”foreign tax credits, and state and local credits for unincorporated business taxes), all as determined in good faith by the Company’s partnership representative; provided, however, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date as the Company determines is necessary to enable the Members to timely make estimated income tax payments. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Taxable Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Taxable 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 Taxable Year based on such final accounting shall promptly be distributed to such Member. For the avoidance of doubt, any excess Tax Distributions a Member receives with respect to any Taxable Year period in which TAO has no direct or indirect owners who are individuals, the assumed tax rate shall reduce future be based upon the corporate tax rate, taking into account reasonable assumptions as to state and local rates and apportionment factors for such fiscal quarter, as determined in good faith by the Company’s partnership representative; provided, further, that if the excess of (i) the amount distributable to any Member for any fiscal quarter pursuant to this Section 2.1(b) over (ii) the portion of such amount (if any) attributable to the allocation of taxable income to such Member in respect of the Preferred Return (such excess, the “Common Unit Tax Distributions Distribution Amount”) is less than the amount that would have been distributed to such Member had the distribution of the Common Unit Tax Distribution Amount pursuant to this Section 2.1(b) instead been made in accordance with Percentage Shares, then the amount distributed to such Member shall be increased (by increasing the total amount distributed under this Section 2.1(b) without reducing any other Members’ distribution under this Section 2.1(b)) such that the Common Unit Tax Distribution Amount (taking into account such increase) is distributed in accordance with Percentage Shares. Notwithstanding the foregoing provisions of this Section 2.1(b), distributions pursuant to this Section 2.1(b) shall be made only to the extent not in violation of any Company Loan Agreement (other than a Company Loan Agreement between the Company and TAO or any of its Affiliates). To the extent that the full amount of distributions otherwise required pursuant to this Section 2.1(b) cannot be made as a result of the immediately preceding sentence, distributions shall be made to such Member with respect to any subsequent Taxable Year. For the avoidance of doubt, Tax Distributions shall not be treated as an advance on any Distributions. Notwithstanding anything to the contrary in this Agreement, the Manager shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the Members’ Tax Distributions to take into account increases or decreases in the number of Common Units held by each Member during the relevant taxable period or portion thereof; provided that any such equitable adjustments are made in a manner that results in Tax Distributions being made pro rata Members in proportion to the Members’ respective Percentage Interests amounts that would have been due absent the application of the immediately preceding sentence, and the remaining portion of any such distributions shall be made promptly after such portion would not result in violation of any such Company Loan Agreement. Any distributions made to a Member pursuant to this Section 2.1(b) shall be (i) treated as an actual distribution for any relevant taxable period or portion thereofpurposes of Section 2.1(c) and (ii) credited against and reduce amounts subsequently distributable to such Member pursuant to Section 2.1(c).

Appears in 1 contract

Samples: Limited Liability Company Agreement (Madison Square Garden Entertainment Corp.)

Tax Distributions. (i) With respect to On or before April 15th of each Taxable Fiscal Year, the Company shall, shall distribute to each Person who was a Member during the extent it has Distributable Cash, make immediately preceding Fiscal Year of the Company an amount of cash distributions (the “Tax DistributionsDistribution Limitation Amount”) equal to each forty-seven percent (47%) (such rate to be subject to one or more equitable adjustments by the Board to reflect the highest combined marginal federal and state income tax rates, taking into account deductibility of state taxes against federal income, then applicable to an individual residing or a corporation conducting all of its activities in Georgia, whichever is higher, but taking into account any reduced rates of taxation for particular items of Company income and gain that are generally applicable to Members) of (a) the total amount of cumulative taxable income and gain allocated to such Member for federal income tax purposes in accordance the Company income tax return filed or to be filed with this Section 4.01(brespect to such Fiscal Year and prior Fiscal Years, over (b) the total cumulative amount of losses and deductions allocated to such MemberMember for federal income tax purposes in the Company’s Assumed Tax Liability. Tax Distributions income tax return filed or to be filed with respect to such Fiscal Year and prior Fiscal Years, reduced by any prior distributions pursuant to this Section 4.01(b)(i5.7 with respect to such Fiscal Year and prior Fiscal Years; provided that income attributable to a distribution under Section 5.4 that is treated as a payment under Sections 707(a) or 707(c) of the Code shall be estimated by treated as an allocation of taxable income of the Company on a quarterly basis and, to the extent feasiblerecipient of such distribution. Notwithstanding the foregoing, no distribution shall be distributed made or required under this Section 5.7 with respect to any Fiscal Year to any Member in excess of the Members (together with a statement showing the calculation of such Tax Distribution and an estimate Limitation Amount. In the discretion of the Company’s net taxable income allocable to Board, distributions under this Section 5.7 may be made on an estimated basis each Member for quarter; if such period) on a quarterly basis estimated distributions exceed the actual amount required on April 15th, June 15thsuch Member receiving excess distributions shall be given a credit balance, September 15th and December 15th such excess shall be deducted from such Member’s next distribution(s) under this Section 5.7 (until fully repaid). No distribution under this Section 5.7 shall be made if the making of such distribution would constitute a violation of the Act or such any other dates for Applicable Law or order of any court of competent jurisdiction or any contract or agreement by which corporations or individuals are required to make quarterly estimated tax payments for U.S. federal income tax purposes, whichever is earlier) (each, a “Quarterly Tax Distribution”); provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date as is bound. Furthermore, no distributions shall be made under this Section 5.7 after the Company determines is necessary to enable the Members to timely make estimated income tax payments. Quarterly Tax Distributions shall take into account the estimated taxable income or loss dissolution of the Company for the Taxable Year through the end of the relevant quarterly periodor in connection with its winding up and liquidation. A final accounting for Tax Distributions made under this Section 5.7 shall be made for credited to each Taxable Year after the allocation of the Company’s actual net taxable income or loss has been determined Member as if such Member had received such distribution in accordance with Section 4, and any shortfall in the amount of Tax Distributions so shall be treated as advances against, and reduce by a Member received for such Taxable Year based on such final accounting shall promptly be distributed corresponding amount, future distributions to such MemberMember under such section. For the avoidance of doubt, and notwithstanding any excess Tax Distributions a Member receives with respect to any Taxable Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect to any subsequent Taxable Year. For the avoidance of doubt, Tax Distributions shall not be treated as an advance on any Distributions. Notwithstanding anything provisions in this Agreement to the contrary in this Agreementcontrary, the Manager Members acknowledge and agree that Provider shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) be entitled to receive distributions under this Section 5.7 without regard to the Members’ Tax Distributions to take into account increases or decreases in the number of Common Units held by each Member during the relevant taxable period or portion thereof; provided that any such equitable adjustments are made in a manner that results in Tax Distributions being made pro rata in proportion to the Members’ respective Percentage Interests for any relevant taxable period or portion thereofHurdle Amount.

Appears in 1 contract

Samples: Limited Liability Company Agreement (INVO Bioscience, Inc.)

Tax Distributions. Notwithstanding the priorities set forth in Section 14.3 (iDistributions of Distributable Proceeds.) With respect to each Taxable Yearabove, the Company shall, General Partner shall have the authority to cause the extent it has Distributable Cash, Fund to make cash distributions (“Tax Distributions”) to each Member in accordance with this Section 4.01(b) and such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.01(b)(i14.5 (Tax Distributions.) to all Partners pro rata to their respective Commitments up to the excess, for each Partner, of such Partner's aggregate Tax Amounts for the relevant Fiscal Year and all prior Fiscal Years, over the cumulative amount of distributions previously made to such Partner pursuant to Article 14 (Distributions; Allocations) with respect to such Fiscal Year and all prior Fiscal Years. Such distributions shall be treated for all purposes hereof, other than this Section 14.5 (Tax Distributions.), as advances of distributions pursuant to Section 14.2 (Distributions of Temporary Investment Income.) and Section 14.3 (Distributions of Distributable Proceeds.) and shall be applied to reduce the amount of future distributions to such Partner pursuant to Section 14.2 (Distributions of Temporary Investment Income.) and Section 14.3 (Distributions of Distributable Proceeds.) by an equivalent amount.131 Withholding. The General Partner may withhold from any distribution to any Partner any amount the General Partner reasonably believes to be payable to any taxing authority, and, provided such amount is remitted to the taxing authority, such amount will be deemed for all purposes of this Agreement to have been distributed to such Partner at the time it was withheld. If the Fund, the General Partner, the Manager or any of their Affiliates becomes liable as a result of a failure to withhold and remit an amount in respect of any Limited Partner, then such Limited Partner shall indemnify and hold harmless the Fund, the General Partner, the Manager and any of their respective Affiliates in respect of all such liabilities, including interest and penalties, and any expenses incurred in any examination, determination, resolution and payment of such liability.132 The General Partner shall use reasonable commercial efforts to provide notice to each Limited Partner, at least [20] days prior to withholding and paying over to any taxing authority any amount purportedly representing a tax liability of such Limited Partner pursuant to this Agreement. The General Partner shall provide the Limited Partner the opportunity to contest any Tax liability during any period when contest does not subject the Fund, the General Partner or the Manager to any additional liability to a taxing authority for any withholding and payment. The amount of any taxes withheld or paid with respect to the Fund's investments that arise as a result of the status or other matters that are particular to a Partner shall be allocated among the Partners to which such taxes are attributable and the amount of any such taxes that are allocated to a Partner will be deemed to have been distributed to such Partner. Clawback.133 If, upon any of (i) the first anniversary following the end of the Commitment Period, (ii) a Removal Date, (iii) the liquidation of the Fund and final distribution to the Partners pursuant to Section 18.3(b)(ii) (Procedure Prior to Dissolution.); or (iv) any re-advance of any amounts pursuant to Section 16.3 (Limited Partner Giveback.), with respect to any Limited Partner, either: the General Partner has received cumulative distributions of Carried Interest pursuant to Section 14.3 (Distributions of Distributable Proceeds.), Section 14.5 (Tax Distributions.) and Section 18.3 (Procedure Prior to Dissolution.) attributable to such Limited Partner that exceed the amount of distributions of Carried Interest that the General Partner should have received, taking into account in the aggregate all Capital Contributions, all distributions by the Fund pursuant to Section 14.3 (Distributions of Distributable Proceeds.), Section 14.5 (Tax Distributions.) and Section 18.3 (Procedure Prior to Dissolution.), and all payouts returned pursuant to Section 16.3 (Limited Partner Giveback.) attributable to such Limited Partner at such time; or the distributions received by such Limited Partner pursuant to Section 14.3 (Distributions of Distributable Proceeds.) and Section 18.3 (Procedure Prior to Dissolution.) to the extent in accordance with Section 14.3 (Distributions of Distributable Proceeds.) are less than the sum of (a) the Capital Contributions made by such Limited Partner and (b) the Preferred Return with respect to such Limited Partner, then within [10 Business Days] of such occurrence, (i) the General Partner shall notify each Limited Partner in writing (providing detailed calculations), and (ii) the General Partner shall contribute to the Fund the lesser of: the greater of (a) the amount of the excess distributions described in clause (i) of Section 14.7(a) (Clawback.), and (b) the amount of the shortfall described in clause (ii) of Section 14.7(a) (Clawback.); and the amount of distributions of Carried Interest made to the General Partner pursuant to Section 14.3 (Distributions of Distributable Proceeds.) and Section 18.3 (Procedure Prior to Dissolution.) attributable to such Limited Partner, less the sum of any taxes actually paid or payable by the General Partner (or its direct or indirect owners) thereon, as disclosed and evidenced to the Limited Partners; provided that the amount of such taxes will be deemed reduced by the amount of any tax benefit that would be realized by the General Partner (or its direct or indirect beneficial owners) in respect of the contribution pursuant to this Section 14.7(a) (Clawback.), and the General Partner shall cause the Fund, subject to Section 14.6 (Withholding.) and applicable law, to distribute such amount to such Limited Partner; [provided that any requirement of the General Partner to make any contribution to the Fund pursuant to this Section 14.7(a) (Clawback.) shall be estimated satisfied first by the Company on a quarterly basis andamount, if any, held in the Escrow Account at such time.] [Notwithstanding the priorities set forth in Section 14.3 (Distributions of Distributable Proceeds.), except as provided in Section 14.5 (Tax Distributions.) the General Partner shall deposit [__]%134 of all amounts that would otherwise be distributed to the extent feasibleGeneral Partner with respect to each Partner pursuant to Sections 14.3(c) (Distributions of Distributable Proceeds.) and 14.3(d) (Distributions of Distributable Proceeds.) above into a separate account of the Fund held with the Fund's third-party commercial bank for the account of the applicable Partner (the "Escrow Account"), until such time as such applicable Partner has received aggregate distributions in an amount equal to its Commitment and any Preferred Return calculated on the aggregate Capital Contributions made by such Partner, whereupon the amounts held in the Escrow Account shall be released to the General Partner. The General Partner shall be entitled to any Temporary Investment Income arising from the amounts that are held in the Escrow Account. The balance of amounts retained in the Escrow Account shall, in any event, immediately prior to completion of the final liquidation of the Fund be released to the General Partner after the deduction of the amount (if any) the General Partner would otherwise be liable to return to the Fund pursuant to Section 14.7(a) (Clawback.), which amount shall be distributed to the Members relevant Partner in accordance with those provisions.]135 The General Partner shall ensure that each partner of the General Partner136 (together with which for purposes of this Section 14.7(c) (Clawback.), includes each indirect owner of any such partner) who is entitled to receive any portion of Carried Interest enters into an undertaking in favour of the Fund and for the benefit of the Limited Partners pursuant to which, if the General Partner is obligated to make a statement showing contribution to the calculation Fund pursuant to Section 14.7(a) (Clawback.), such partner of the General Partner will be obligated, on a [several/joint]137 basis, to pay directly to the Fund its pro rata share of such Tax Distribution and an estimate of contribution amount (based on amounts received as Carried Interest) to the Company’s net taxable income allocable extent the General Partner has insufficient funds or has otherwise failed to each Member for such period) on a quarterly basis on April 15th, June 15th, September 15th and December 15th (or such other dates for which corporations or individuals are required to make quarterly estimated tax payments for U.S. federal income tax purposes, whichever is earliermeet its obligations under Section 14.7(a) (eachClawback.). The Fund and the Limited Partners will be direct and third-party beneficiaries, a “Quarterly Tax Distribution”); providedrespectively, that of and entitled to enforce such undertaking. Any contributions made to the foregoing Fund pursuant to this Section 14.7(c) (Clawback.) shall not restrict the Company from making a Tax Distribution on any other date as the Company determines is necessary to enable the Members to timely make estimated income tax payments. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Taxable Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Taxable 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 Taxable Year based on such final accounting shall promptly be distributed to such Memberthe Limited Partners pursuant to Section 14.7(a) (Clawback.).138 The obligations of the General Partner and the Fund pursuant to this Section 14.7 (Clawback.) will survive (i) the removal and replacement of the General Partner and the Manager pursuant to Article 10 (Removal of the General Partner; Termination of the Fund), and (ii) the dissolution and liquidation of the Fund, and will at all times apply to any former General Partner with respect to the distributions to which it is entitled. For the avoidance purposes of doubt, any excess Tax Distributions a Member receives with respect to any Taxable Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect to any subsequent Taxable Year. For the avoidance of doubt, Tax Distributions shall not be treated as an advance on any Distributions. Notwithstanding anything this Section 14.7 (Clawback.) reference to the contrary in this Agreement, the Manager shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the Members’ Tax Distributions to take into account increases or decreases in the number of Common Units held by each Member during the relevant taxable period or portion thereof; provided that "General Partner" includes any such equitable adjustments are made in a manner that results in Tax Distributions being made pro rata in proportion to the Members’ respective Percentage Interests for any relevant taxable period or portion thereofformer General Partner.

Appears in 1 contract

Samples: Limited Partnership Agreement

Tax Distributions. Notwithstanding the order of distributions in Section 4.1, the Partnership will use reasonable best efforts, consistent with any restrictions which may be imposed by applicable law, to make distributions to each Partner (or any other Person considered a partner for tax purposes) in amounts such that, prior to April 15 of each calendar year, each Partner (or any other Person considered a partner for tax purposes) has received distributions with respect to such year and prior years (whether pursuant to this Section 4.2 or otherwise) in aggregate amounts which equal not less than the sum for the immediately preceding Taxable Year and for all prior Taxable Years of (i) With respect the amount of taxable income allocated to such Partner for such Taxable Years, reduced by the amount of taxable losses allocated to such Partner for such Taxable Years, multiplied by (ii) for each Taxable Year, the Company shallmaximum marginal tax rate for long-term capital gains or ordinary income, as the case may be, plus other taxes imposed on such income, applicable to an individual taxpayer for federal income tax purposes and for the extent it has Distributable Cashstate(s) in which the Partnership receives directly or indirectly taxable income in respect of the taxable income recognized during such Taxable Year (such distribution, make cash distributions (the “Tax DistributionsDistribution). The Partnership will use reasonable best efforts to cause such distributions to be made in a manner which permits such Partner (or any other Person considered a partner for tax purposes) to use the proceeds of such distributions to make on a timely basis all required estimated payments of taxes in respect of the taxable income so allocated to them (including as soon as is reasonably feasible following the end of each Member calendar quarter, but in accordance with no event later than January 10, April 10, June 10 and September 10 of each calendar year). The distributions required by this Section 4.01(b) 4.2 will be made without regard for the relative priorities and such Member’s Assumed Tax Liabilityamounts set forth in Section 4.1. Tax Distributions made pursuant to this Section 4.01(b)(i) 4.2 shall be estimated treated as advances on account of prospective distributions to be made pursuant to Section 4.1, and shall be taken into account by the Company way of reduction on a quarterly dollar-for-dollar basis and, to the extent feasible, shall be distributed to the Members (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each Member for such period) on a quarterly basis on April 15th, June 15th, September 15th and December 15th (or such other dates for which corporations or individuals are required to make quarterly estimated tax payments for U.S. federal income tax purposes, whichever is earlier) (each, a “Quarterly Tax Distribution”); provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date as the Company determines is necessary to enable the Members to timely make estimated income tax payments. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Taxable Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Taxable Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in determining the amount of Tax Distributions a Member received for such Taxable Year based on such final accounting shall promptly be distributed to such Member. For the avoidance of doubt, any excess Tax Distributions a Member receives with respect to any Taxable Year shall reduce future Tax Distributions otherwise required distributions to be made to such Member with respect any Partner pursuant to any subsequent Taxable YearSection 4.1. For the avoidance of doubt, Tax Distributions No Partner shall not be treated as an advance on any Distributions. Notwithstanding anything liable to the contrary in this Agreement, the Manager shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the Members’ Tax Distributions to take into account increases or decreases in the number of Common Units held by each Member during the relevant taxable period or portion thereof; provided that any such equitable adjustments are made in a manner that results in Tax Distributions being made pro rata in proportion to the Members’ respective Percentage Interests Partnership for any relevant taxable period amount distributed to it pursuant to this Section 4.2, or portion thereoffor any interest on such amount.

Appears in 1 contract

Samples: permitsearch.jeffco.us

Tax Distributions. (iSubject to Sections 8.1.1(c) With respect to each Taxable Year, the Company shallthrough Section 8.1.5, to the extent it has Distributable of Available Cash, the Company must make cash distributions (“Tax Distributions”) to each Member in accordance with this Section 4.01(b) and 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 Fiscal Year to the Members (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each Member for such period) on a quarterly basis on April 15th, June 15th, September 15th and December 15th (or such other dates for which corporations or individuals are required to make quarterly estimated tax payments for U.S. federal income tax purposes, whichever is earlier) (each, a “Quarterly Tax Distribution”); provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date as the Company determines is necessary to enable the Members to timely make estimated income tax payments. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Taxable Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Taxable 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 Taxable Year based on such final accounting shall promptly be distributed to such Member. For the avoidance of doubt, any excess Tax Distributions a Member receives with respect to any Taxable Year shall reduce future Tax Distributions otherwise required to be made to such Member with respect to any subsequent Taxable Year. For the avoidance of doubt, Tax Distributions shall not be treated as an advance on any Distributions. Notwithstanding anything to the contrary in this Agreement, the Manager shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the Members’ Tax Distributions to take into account increases or decreases in the number of Common Units held by each Member during the relevant taxable period or portion thereof; provided that any such equitable adjustments are made in a manner that results in Tax Distributions being made pro rata in proportion to the Tax Shortfall of each in an amount sufficient to provide each Member a distribution that is at least equal to such Member’s Tax Shortfall. The “Tax Shortfall” for these purposes means with respect to each Member the amount, if any, of (i) the aggregate Federal, state and local tax income tax liabilities attributable to all allocations of net taxable income and gain (not including amounts treated as guaranteed payments), net of the tax benefit of allocations of Company loss, deduction and credit, to the Member for such Fiscal Year, as determined in good faith by the Board on the basis of the Assumed Tax Rate, reduced (but not to an amount below zero) by (ii) all distributions made to the Member by the Company during such Fiscal Year pursuant to Section 8.1.1(a) (including amounts distributed under this Section 8.1.1(a) treated as distributions of amounts under Section 8.1.1(a)). Tax Distributions must be made quarterly (on or about fifteen (15) days prior to the earliest estimated tax due date (determined without reference to any extension thereof)) applicable to any Member at such time in amounts intended to match the Members’ respective Percentage Interests estimated tax liabilities. Upon the filing of the Company’s tax return for such Fiscal Year, (a) the Company must distribute to each Member the amount of any relevant taxable period deficiency in the Tax Distributions for such Fiscal Year or portion thereof(b) the amount of any excess Tax Distributions for such Fiscal Year will be credited against future Tax Distributions or, if requested by the Board, promptly returned to the Company. Tax Distributions will be treated as preliminary distributions of, and will offset, future distributions by the Company to the Members pursuant to (or made by reference to) Section 8.1.1(a) or Section 11.2.3. If Available Cash is not sufficient to pay the entire amount of the Tax Distribution in any Fiscal Year in respect of all Membership Interests, any Available Cash must, unless otherwise determined by the Board in its sole and absolute discretion, be distributed to the Members pro rata in proportion to the Tax Shortfall of each Member.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Vinco Ventures, Inc.)

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