Tax Payment Distributions Sample Clauses

Tax Payment Distributions. The Company shall make distributions to Members in an amount sufficient to pay the maximum estimated state and federal tax liability of each Member calculated as the product of: (a) the amount of the maximum estimated, projected distributions reportable on each Member’s respective K-1 attachments to their respective tax returns for the current tax year (b) multiplied by an imputed tax rate of Forty Percent (40%). In addition, because the Company has elected to be categorized as a partnership for both federal and state tax purposes, the Members will be taxed on a share of items of profit or loss of the Company. The Members desire that the Company make tax distributions in order to provide all Members the cash necessary to avoid the imposition of penalties by federal and state taxing authorities. The Company shall make tax distributions to all Members on or before March 15, June 1, September 1, and December 1 of each year in proportion to their Ownership Units. The amount of the tax distribution shall be determined by the Company, but shall be in an amount reasonably calculated to ensure each Member (or if any Member is a limited liability company, the members of such constituent limited liability company, as the case may be) shall be able to make quarterly estimated tax payments on the estimated income derived from the Company in an amount equal to the lowest amount required to be paid by an individual pursuant to Code Section 6654 to avoid the assessment of any penalty. For the purpose of computing the tax distributions, it shall be assumed that all income deemed to be received by all Members is taxable at the highest marginal tax rate imposed on the ordinary income of individuals under the Federal Income Tax laws.
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Tax Payment Distributions. 7.7.1 Subject to Clause 7.5, distributions shall be made to the US Member and the Non-US Members on a quarterly basis, to be made, for each Financial Quarter, no later than one (1) week before any estimated tax payment is due by SG, in an aggregate amount determined by multiplying the estimated net income attributable to the US Business for that Financial Quarter (in the case of each of the US Member and RBS) and the estimated net income attributable to the Non-US Business for that Financial Quarter (in the case of the Non-US Member and RBS) by an assumed effective tax rate reasonably determined by the Board. Such effective tax rate will be the highest of the marginal tax rates of any of RBS, SG and SETI for such Financial Year, calculated by taking into account all applicable U.S. federal, state, local and foreign statutory tax rates for each such Member.
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Tax Payment Distributions. Subject to any restrictions in the Indenture, the Board shall cause the Company to make distributions or payments of Available Cash, if any, to Members for each Fiscal Year in amounts sufficient to pay the federal, state and local tax liability of such Members in respect of the allocation to them of Profits and items of income and gain for that Fiscal Year in excess of Losses and items of loss and deduction previously allocated to them (to the extent such Losses and items of loss and deduction have not offset a previous Fiscal Year’s profits or items of income and gain) pursuant to this Agreement, determined using an assumed combined tax rate of forty per cent (40%). Partial distributions made to the Members under this Section 11.2 will be made in proportion to their respective amounts calculated under the preceding sentence. The Company may make such tax distributions on an estimated basis with respect to each of the first three calendar quarters and a final tax distribution at, before, or following the close of the calendar year; and in any event will use commercially reasonable efforts to make any such distributions not previously made in respect of a calendar year within 90 days following the close of that calendar year. Distributions made to a Member pursuant to this Section 11.2 will (to the extent not previously taken into account pursuant to this sentence) offset the next distribution(s) to be made to that Member under the relevant subparagraph(s) of Section 11.1 on a dollar-for-dollar basis and will be deemed to have been made to that Member under the relevant subparagraphs(s) of Section 11.1 when so applied.
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Tax Payment Distributions. (a) If the Board determines that the Company is expected to have taxable income for federal income Tax purposes in any Fiscal Year and the Board elects to make a distribution pursuant to this Section 4.4, not more than thirty days after the end of each fiscal quarter in that Fiscal Year, the Company will distribute cash to the Members in proportion to the amount of taxable income allocated to each of them for that Fiscal Year. The amount to be distributed as tax payment distributions will be based on the maximum federal income tax rate then applicable to corporations, increased by five percentage points or other rate as the Board determines is appropriate to account for expected state income Taxes net of the benefit of deducting such Taxes for federal purposes, initially 40%.
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Tax Payment Distributions. On or before the fifth day after the LLC files IRS Form 1065 with the Internal Revenue Service for a Fiscal Year, the LLC shall distribute to the Members an amount equal to the excess of (a) the LLC’s net taxable income and gain allocable to the Members for such Fiscal Year multiplied by thirty-five percent (35%) over (b) the amount of cash otherwise distributed in the Fiscal Year. Distributions pursuant to this Section 8.2 shall be made to each Member pro rata in the proportions by which the LLC’s net taxable income for such Fiscal Year has been allocated to the Members under Section 7. Such distributions shall be credited against any distributions to Members under Section 8.1, as applicable, and shall not be in addition to distributions under such Section. Notwithstanding the foregoing provisions of this Section 8.2, no such tax distribution shall be made to the extent that Net Cash Flow is not to be distributed pursuant to Section 8.1(a) or (c).
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Tax Payment Distributions. Subject to second sentence of Section 4.3, the Board shall cause the Company to distribute Distributable Cash to each Member, from time to time, on the dates that the Board reasonably determines are required to enable each Member to pay Federal, state and local taxes (including any estimated tax payments) with respect to taxable income allocated to that Member under this Agreement, in an amount equal to the product of (i) the Top Marginal Rate and (ii) the taxable income allocated to that Member. Taxable income allocated to a Member means, for distributions relating to the first three quarters of the Fiscal Year, the taxable income that the Board reasonably expects to allocate to that Member for the relevant fiscal period, and, for distributions relating to the last quarter of the Fiscal Year, the actual income allocated or to be allocated to the Member for the prior Fiscal Year. Amounts distributed pursuant to Section 4.4.1. shall be deemed as having been distributed under Section 4.3 and shall be taken into account in determining subsequent distributions under Section 4.3.
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Tax Payment Distributions 
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Related to Tax Payment Distributions

  • Tax Distributions Tax distributions shall be made not less often than quarterly to each Member at the times (other than at the time of a Terminating Capital Event) necessary to provide the Members with sufficient minimum cash distributions to pay an amount equal to their quarterly estimated (and final annual) tax liabilities for all taxable periods directly related to taxable income (in excess of losses allocated to such Member for all prior periods) reportable by such Member as set forth on U.S. Schedule K-1 with respect to such Member’s interest in the LLC (including with respect to any year in which such Member sold its interest, whether during or after employment); provided, however, that each of the foregoing amounts shall be determined, in the case of a Member that is itself a pass-through entity, as if the equity owners of such Member were themselves Members of the LLC; and, provided, further, that the amount of such distributions shall be computed assuming the highest combined federal and state individual income tax rate in Texas and assuming (unless federal tax law is amended to provide otherwise) state taxes are deductible federally (such distributions, “Tax Distributions”) and shall take into account any amounts withheld and remitted to any tax authority by the LLC pursuant to any Withholding Tax Act as described in Section 7(k). Tax Distributions shall also be made within 30 days after the receipt of a final assessment with respect to any federal or state income tax audit of the LLC’s income tax returns. Tax Distributions shall be treated as advances of distributions that would otherwise be made in the absence of provisions of this Section 6(c), and distributions made pursuant to Section 6(a) shall be taken into account in determining the amount to be distributed pursuant hereto. If, following the end of any Fiscal Year, the LLC determines that it has made Tax Distributions to a Member that exceed the amount of distributions that would otherwise have been made to such Member with respect to such Fiscal Year in the absence of this Section 6(c), the LLC shall be authorized to recover such excess amount by reducing future distributions to such Member; provided, however, that the LLC shall retain the right, exercisable in its discretion, to recover any unpaid portion of such excess amount directly from such Member (or former Member). For the avoidance of doubt, it is the meaning and intention of this Section 6(c) that Tax Distributions shall fully and timely fund the federal and state income tax liability attributable to any taxable income (in excess of losses allocated to a Member for all prior periods) reportable by a Member as set forth on U.S. Schedule K-1 with respect to such Member’s LLC Interest (or, if such Member is itself a pass-through entity, the equity owners thereof), and, to the extent that Tax Distributions do not fully achieve this result, the LLC shall use reasonable efforts to accelerate or increase Tax Distributions accordingly, including, if reasonably practicable, following the occurrence of a Terminating Capital Event if the timing of the winding up and dissolution of the LLC following such Terminating Capital Event is such that income tax liability on amounts to be distributed on account thereof must be paid by the Members in the interim, and provided, however, that it shall not be deemed reasonable for the LLC to accelerate or increase Tax Distributions in the event that doing so would result in the LLC’s failing to have reasonable working capital reserves or would cause the LLC not to be in compliance with regulatory requirements, although in any such event the LLC would use reasonable efforts to borrow the funds necessary to accelerate or increase such Tax Distributions so as to fully and timely fund the federal and state income tax liabilities of the Members (or the equity owners of Members that are themselves pass-through entities).

  • Interest Distributions On each Distribution Date, the Trustee shall withdraw from the Distribution Account the Interest Remittance Amount and apply it in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report, upon which the Trustee may conclusively rely), and the calculations required to be made by the Trustee, to the extent available:

  • Tax Payments Each Company shall be liable for and shall pay the Taxes allocated to it by this Section 2 either to the applicable Tax Authority or to the other Company in accordance with Section 4 and the other applicable provisions of this Agreement.

  • Interim Distributions At such times as may be determined by it in its sole discretion, the Trustee shall distribute, or cause to be distributed, to the Beneficiaries, in proportion to the number of Trust Units held by each Beneficiary relating to the Trust, such cash or other property comprising a portion of the Trust Assets as the Trustee may in its sole discretion determine may be distributed without detriment to the conservation and protection of the Trust Assets in the Trust.

  • Tax Payment In the event it shall be determined that any ----------- payment (other than the payment provided for in this Section 10(a)) or ----- distribution of any type to or for the benefit of the Executive, by the Company, any Affiliate of the Company, any Person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company's assets (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder) or any Affiliate of such Person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Total Payments"), is or will be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive a payment in an amount equal to the Excise Tax imposed upon the Total Payments; provided, however that the Total -------- ------- Payments shall be reduced (but not below zero) if and to the extent that a reduction in the Total Payments would result in the Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax) than if the Executive received the entire amount of such Total Payments and the amount equal to the Excise Tax. Unless the Executive shall have given prior written notice specifying a different order to the Company to effectuate the foregoing, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating the portion of the Total Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive's rights and entitlements to any benefits or compensation.

  • Final Distributions Section 8.01. Sale of Receivables or Certificateholders' Interest pursuant to Section 2.06 or 10.01 of the Agreement and Section 7.01 or 7.02 of this Supplement.

  • Operating Distributions Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

  • Tax Gross-Up Payment If it shall be determined that any payment to Executive pursuant to this Agreement or any other payment or benefit from the Employer or its affiliates would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then Executive shall receive a gross-up payment pursuant to Exhibit A attached hereto.

  • Cash Flow Distributions The Cash Flow of the Company, if any, shall be distributed to the Member subject to any limitations on the Company’s ability to make distributions imposed by the Company’s lenders or by applicable law.

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