Quarterly Tax Distributions Sample Clauses

Quarterly Tax Distributions. (i) On or before each date (a “Tax Distribution Date”) that estimated income taxes are required to be paid in respect of each quarterly period, the Company shall be required to make a Distribution to each Member of cash in an amount equal to the excess of such Member’s Assumed Tax Liability, if any, for such quarterly period over the Distributions previously made to such Member pursuant to this Section 4.01(c) for such quarterly period (the “Tax Distributions”).
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Quarterly Tax Distributions. The Company shall make distributions --------------------------- of estimated Cash Available for Distribution to the Members in proportion to and to the extent of their respective Presumed Company Tax Liabilities each of the first three calendar quarters of each year. The Company may follow the procedures described in the preceding sentence with respect to the fourth calendar quarter, or at the option of the Executive Committee, the Company's accountants shall compute the exact amount of each Member's annual tax liability with respect to allocations of income and gain, loss and deduction from the Company and the Company shall distribute to each Member out of Cash Available for Distribution an amount equal to the excess (if any) of such actual tax liability over the three previous quarterly distributions of Cash Available for Distribution pursuant to this Section 12(a). Such final distribution (if applicable) shall be made to each Member on or prior to the date payment is due with respect to such actual tax liability. Any excess distribution made pursuant to this Section 12(a) shall be offset against future distributions due the Recipient pursuant to Section 12 (b) or (c).
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Quarterly Tax Distributions. (i)On or before each date (a “Tax Distribution Date”) that estimated income taxes are required to be paid in respect of each quarterly period, the Company shall be 20 required to make a Distribution to each Member of cash in an amount equal to the excess of such Member’s Assumed Tax Liability, if any, for such quarterly period over the Distributions previously made to such Member pursuant to this Section 4.01(c) for such quarterly period (the “Tax Distributions”). (ii)To the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.01(c) on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(c) are made pro rata in accordance with such Member’s Percentage Interest. If, on a Tax Distribution Date, there are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise entitled, Distributions pursuant to this Section 4.01(c) shall be made to the Members to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii)In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability for any taxable year, or in the event the Company files an amended tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members and former Members received for the relevant taxable years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(c) in the relevant taxable years sufficient to cover such shortfall. Section 4.02
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Quarterly Tax Distributions. So long as the Company is treated as a partnership for U.S. federal and state income tax purposes, the Company shall make a Distribution of cash in accordance with Section 4.1(a) within 15 days after the end of each Company Quarter, to the extent that funds are legally available therefor, in an aggregate amount which in the good faith judgment of the Board equals the product of (x) the aggregate amount of taxable income allocable to PEC Holders, CPEC Holders and Shareholders in respect of such Company Quarter, multiplied by (y) the combined maximum U.S. federal, state, and local income tax rate to be applied with respect to such taxable income (calculated by using the highest maximum combined marginal U.S. federal, state, and local income tax rates to which any PEC Holder, CPEC Holder or Shareholder may be subject and taking into account the deductibility of state income tax for federal income tax purposes) for such period (a “Tax Distribution”). All Tax Distributions made to any PEC Holder, CPEC Holder or Shareholder shall be treated for all purposes hereunder (including for purposes of Sections 4.1(a) and 4.1(c)) as an advance payment of Distributions otherwise payable pursuant to this Section 4.1.
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Quarterly Tax Distributions. On or before the last day of each of March, May, August, and December of each calendar year, the Company shall distribute and each Member shall be entitled to receive an amount of Distributable Cash equal to the product of (i) the highest combined effective Federal and State of Georgia income tax rate imposed on the ordinary income of an individual or a corporation (whichever is higher) multiplied by (ii) either (a) with respect to the March and December payments, the Tax Profits, if any, allocable to such Member hereunder for the calendar quarter then ended or (b) with respect to the May and August payments, the estimated Tax Profits (based on actual results to date and anticipated future results), if any, anticipated as being allocable to such Member hereunder for the then current calendar quarter in which such date occurs. Notwithstanding the immediate preceding sentence, the Company shall not be required, except with the consent of a Supermajority in Interest in the Voting Members, to make such a distribution to the extent such distribution would require the that the Company borrow money or would result in either (i) during the first twelve (12) month period during which this Agreement remains in effect, the Cash and Cash Equivalents of the Company (including Reserves) being less than One Hundred Thousand Dollars ($100,000) or (ii) at any time after the first anniversary of the date of this Agreement, the Cash and Cash Equivalents of the Company (including Reserves) being less than Five Hundred Thousand Dollars ($500,000).
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Quarterly Tax Distributions. The Company shall, upon --------------------------- resolution of the Board of Directors, make distributions of Available Cash (if any) to the Members as soon as is practicable following the close of each of the first three calendar quarters of each calendar year in amounts equal to the Presumed Tax Liability with respect to each Member relating to such quarter (as estimated by the Board of Directors based on the results of such quarter). The Company may follow the procedures described in the preceding sentence with respect to the fourth quarter of each such calendar year, or, at the option of the Board of Directors, the Company's accountants shall compute the exact amount of the annual tax liability with respect to each Member relating to allocations of income and gain, loss and deduction from the Company and the Company shall, upon resolution of the Board of Directors, distribute to each Member out of Available Cash (if any) an amount equal to the excess (if any) of such actual tax liability over the three previous quarterly distributions of Available Cash with respect to such Member set forth above. Any amounts distributed to a Member pursuant to this Section 4.6.1 shall be treated as a dollar-for-dollar advance against the first amounts otherwise distributable to such Member pursuant to Section 4.6.2, below. "Presumed Tax Liability" means, with respect to any Member, the positive amount, if any, equal to (a) the aggregate amount of items of Company income, gain, loss, deduction, and credit (as computed for income tax purposes) allocated to the Member pursuant to this Agreement for an applicable period, multiplied by (b) the highest marginal rate (as determined by the Board of Directors) of Federal, state, local and foreign income, franchise and similar Taxes applicable to any Member in respect of such items for such period, taking into account the character of such items of income, the deductibility of state and local taxes for Federal income tax purposes and the creditability or deductibility of foreign income taxes for Federal income tax purposes.
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Related to Quarterly Tax 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).

  • Quarterly Distributions On the Distribution Payment Date that follows each Distribution Date, the Trustee shall distribute to each Person who was a Registered Owner of the Up-MACRO Tradeable Shares as of the Record Date that preceded such Distribution Payment Date an amount equal to the portion of the Quarterly Distribution received by the Up-MACRO Tradeable Trust on the Up-MACRO Holding Shares it holds on deposit, in cash, for delivery thereof by the Depository to each Person who was a Beneficial Owner of Up-MACRO Tradeable Shares on such Record Date.

  • 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.

  • 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.

  • 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:

  • Quarterly Payments H3.15 The quarterly payment cannot be increased in cases of target over-achievement. The payments are given on cumulative outputs, in arrears, and therefore the maximum payment available will be given by the end of the Contract if the agreed (target) number of outputs is reached or exceeded.

  • Distributions of Available Cash From Operating Surplus (a) During Subordination Period. Available Cash with respect to any Quarter within the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5 shall, subject to Section 17-607 of the Delaware Act, be distributed as follows, except as otherwise contemplated by Section 5.6 in respect of other Partnership Securities issued pursuant thereto:

  • Adjustment of Minimum Quarterly Distribution and Target Distribution Levels (a) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution, Third Target Distribution, Common Unit Arrearages and Cumulative Common Unit Arrearages shall be proportionately adjusted in the event of any distribution, combination or subdivision (whether effected by a distribution payable in Units or otherwise) of Units or other Partnership Securities in accordance with Section 5.10. In the event of a distribution of Available Cash that is deemed to be from Capital Surplus, the then applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall be adjusted proportionately downward to equal the product obtained by multiplying the otherwise applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, as the case may be, by a fraction of which the numerator is the Unrecovered Capital of the Common Units immediately after giving effect to such distribution and of which the denominator is the Unrecovered Capital of the Common Units immediately prior to giving effect to such distribution.

  • Regular Distributions Subject to the rights of the holders of Preferred Units ranking senior to or on parity with the Series H Preferred Units, the holders of Series H Preferred Units shall be entitled to receive on each Distribution Payment Date, out of assets of the Partnership legally available for the payment of the distributions, monthly cumulative cash distributions at the following rates per annum on the $1,000 liquidation preference per Series H Preferred Unit:

  • Non-Cash Distributions If the Security Agent or any other Secured Party receives a distribution in a form other than in cash in respect of any of the Liabilities, the Liabilities will not be reduced by that distribution until and except to the extent that the realisation proceeds are actually applied towards the Liabilities.

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