Tax Distribution Amount means, with respect to a Member’s Units, whichever of the following applies with respect to the applicable Tax Distribution, in each case in amount not less than zero:
Tax Distribution Amount has the meaning set forth in Section 5.01(a).
Tax Distribution Amount means any Taxes measured by income of Holdings, the Borrower or any Subsidiary for which Holdings (or another member of any group filing a consolidated, unitary or combined tax return with Holdings) is liable, up to an amount not to exceed the amount of any such Taxes that Holdings and its Subsidiaries would have been required to pay on a separate group basis if Holdings and its Subsidiaries had paid tax on a consolidated, combined, group, affiliated or unitary basis on behalf of an affiliated group consisting only of Holdings and its Subsidiaries, taking into account any net operating losses or other attributes of Holdings or its Subsidiaries.
Examples of Tax Distribution Amount in a sentence
For the avoidance of doubt, such designation shall be performed with respect to all Members with respect to which there is a Tax Distribution Amount as of such date.
On any date that the Company makes a Distribution to the Members with respect to their Units under a provision of Section 4.01 other than this Section 4.01(e), if the Tax Distribution Amount is greater than zero, the Company shall designate all or a portion of such Distribution as a Tax Distribution with respect to a Member’s Units to the extent of the Tax Distribution Amount with respect to such Member’s Units as of such date (but not to exceed the amount of such Distribution).
If the Annual Tax Distribution Amount for a Tax Year exceeds the sum of Estimated Tax Distribution Amounts for such Tax Year, the Company shall, within 20 days after filing its Internal Revenue Service Form 1065, distribute to the Members, on a pro rata basis in accordance with their Membership Percentages, an amount of cash equal to such excess.
Each pro rata distribution of the Estimated Tax Distribution Amount shall be made to the Members in immediately available funds no later than three Business Days immediately preceding the date of HoldCo’s corresponding payment obligation under Section 8 of the Tax Matters Agreement.
Except as prohibited by applicable Law, no later than 10 Business Days following an Adjustment Event, the Company shall make distributions in cash of the Adjustment Tax Distribution Amount in respect of such Units and Adjustment Event.
More Definitions of Tax Distribution Amount
Tax Distribution Amount means the product of (i) the Applicable Tax Rate, times (ii) the estimated or actual taxable income of the Company, as determined for federal income tax purposes, for the period to which the Tax Distribution Amount relates.
Tax Distribution Amount. An amount equal to: (a) (i) the sum of (A) 90% of the “real estate investment trust taxable income,” within the meaning of Section 857(b)(2) of the Code and (B) 90% of the excess of the “net income from foreclosure property” within the meaning of Section 857(b)(4)(B) of the Code over the tax imposed on such income under Section 857(b)(4)(A) of the Code, minus (ii) any “excess noncash income,” as determined in under Section 857(e) of the Code, in each case calculated with respect to amounts recognized by the Guarantor in respect of the Purchased Assets during the Cash Sweep Tail Period for U.S. federal income tax purposes, as certified by the Seller to the Buyer in a written notice setting forth, to Buyer’s reasonable satisfaction, the calculation thereof; minus (b) any distributions previously made to Seller during the Cash Sweep Tail Period pursuant to the last sentence of Section 5.02. For the avoidance of doubt, the Tax Distribution Amount will be calculated without regard to Guarantor’s ability to declare a consent dividend pursuant to section 565 of the Code.
Tax Distribution Amount means, with respect to each Member, the remainder of the amount calculated in clause (a) below minus the amount calculated in clause (b) below.
Tax Distribution Amount for a Partner for an Estimated Tax Period (or portion thereof) shall be equal to the sum (a) the product of (i) the highest marginal combined federal, state, and local income tax rate applicable to an individual or corporation resident in New York, New York, or San Francisco, California, whichever is higher, (after giving effect to income tax deductions (if allowable) for state and local income taxes and excluding, for this purpose, any reduction in rate attributable to Section 199A of the Code) for such Estimated Tax Period (or portion thereof) (the “Assumed Tax Rate”), and (ii) the aggregate amount of taxable income or gain of the Partnership that is allocated or is estimated to be allocated to such Partner for U.S. federal income tax purposes (including, for the avoidance of doubt, any income allocation to a Partner with respect to Preferred Units held by such Partner) for such Estimated Tax Period (or portion thereof) and all prior Estimated Tax Periods (to the extent no Tax Distribution has previously been made with respect to any amounts of taxable income or gain including to the extent such amounts of taxable income or gain were not taken into account in calculating the Tax Distribution Amount for which a Tax Distribution was previously made (e.g. if upon filing the Partnership’s final tax return for the applicable taxable year taxable income or gain of the Partnership is higher than estimated)) reduced, but not below zero, by any tax deduction, loss, or credit previously allocated to such Partner and not previously taken into account for purposes of the calculation of the amount of any Tax Distribution Amount, plus (b) solely with respect to the General Partner, to the extent the amounts described in clause (a) are not sufficient to permit the General Partner to timely pay the income and other tax liabilities for which it remains responsible under Section 7.4.B (final sentence), any incremental amount required to permit the General Partner to timely pay such actual tax liabilities (with all Tax Distribution Amounts updated to reflect the final Partnership tax returns and General Partner tax returns for each applicable taxable year). The General Partner may adjust the Assumed Tax Rate as it reasonably determines is necessary to take into account the effect of any changes in applicable tax law. Tax Distribution Amounts pursuant to this Section 5.3 shall be computed without regard to the effect of any special basis adjustments or resulting adjustments...
Tax Distribution Amount means, with respect to a Member’s Units, whichever of the following applies with respect to the applicable Tax Distribution, in each case in an amount not less than zero:
Tax Distribution Amount means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for U.S. federal income tax purposes, allocated to such Member for any fiscal year (or portion thereof) beginning after the consummation of the Restructuring, less prior taxable loss or deductions of the Company allocated to such Member for full or partial fiscal years commencing on or after the consummation of the Restructuring, in each case, as determined by the Managing Member over (ii) the cumulative Distributions made to such Member after the consummation of the Restructuring pursuant to Section 5.03 with respect to fiscal years (including any portion thereof) beginning after the consummation of the Restructuring. The Tax Distribution Amount with respect to Manager for a fiscal year shall in no event be less than an amount that will enable Manager and PubCo to meet both their tax obligations and PubCo’s obligations pursuant to the Tax Receivable Agreement for the relevant fiscal year. The Tax Distribution Amounts of the Members shall be determined without taking into account the effects of Section 743(b) of the Code.
Tax Distribution Amount. As defined in Section 8.4.