Additional Tax Distributions Sample Clauses

Additional Tax Distributions. In the event any income tax return of the Partnership, as a result of an audit or otherwise, reflects items of income, gain, loss or deduction which are different from the amounts estimated for each Partnership Unit Holder pursuant to Section 6.1(a) with respect to the Fiscal Period of such return in a manner that results in additional income or gain of the Partnership being allocated to all or some of the Partnership Unit Holders, then to the extent permitted by law and consistent with the Partnership’s obligations to its creditors as reasonably determined by the General Partner, an additional tax distribution shall be made under the principles of Section 6.1(a) to each Partnership Unit Holder to whom such additional income or gain is allocated, except that (i) the last day of the calendar month in which such adjustment occurs shall be treated as a Tax Distribution Date and (ii) the amount of such additional income or gain shall be treated as the federal taxable income of the Partnership. All additional tax distributions made to any Partnership Unit Holder pursuant to this Section 6.1(b) shall be treated as an advance against future distributions by the Partnership to such Partnership Unit Holder pursuant to Sections 6.1(d) and 6.2 and clauses (iii), (iv), (v), (vi) and (vii) of Section 11.2(d), and all distributions to such Partnership Unit Holder pursuant to Sections 6.1(d) and 6.2 and clauses (iii), (iv), (v), (vi) and (vii) of Section 11.2(d) shall be reduced by the amount of any such tax distributions advanced to such Partnership Unit Holder prior to or on the date of such distribution that have not previously been taken into account to reduce the amount of distributions pursuant to such aforementioned provisions.

Additional Tax Distributions. In the event any income tax return of the Company, as a result of an audit or otherwise, reflects items of income, gain, loss, or deduction that are different from the amounts estimated pursuant to Section 4.1(a), above, with respect to a Fiscal Year in a manner that results in additional income or gain of the Company being allocated to the Members' Capital Accounts, an additional Tax Distribution shall be made under the principles of Section 4.1(a), above, to the Members (or former Members) who are allocated the additional income or gain, except that (i) the last day of the calendar month in which the adjustment occurs shall be treated as a Tax Distribution Date, (ii) the amount of the additional income or gain shall be treated as the Company's federal taxable income, and (iii) the applicable Tax Rate shall be that which applied for the Fiscal Period to which the additional income or gain relates.

Additional Tax Distributions. In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Unitholder’s Assumed Tax Liability for any Taxable Year (other than an audit conducted pursuant to the Partnership Tax Audit Rules for which no election is made pursuant to Code Section 6226 (or any similar provision of state or local law)), or in the event the Company files an amended tax return, each Unitholder’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 and penalties). Subject to the Tax Distribution Conditions, distributions shall be made pro rata on a per-Common Unit basis in an amount such that each Unitholder and successor to any former Unitholder receives an amount equal to any shortfall in the amount of Tax Distributions the Unitholders and former Unitholders received for the relevant Taxable Years based on such recalculated Assumed Tax Liability, except, for the avoidance of doubt, to the extent Distributions were made to such Unitholders and former Unitholders pursuant to Section 4.1 in the relevant Taxable Years sufficient to cover such shortfall. Notwithstanding the foregoing, Distributions to be made under this Section 4.1(a)(iii) either (i) to a successor of a former Unitholder on account of a shortfall in Tax Distributions to a former Unitholder, or (ii) to a Unitholder in respect of a shortfall in the amount of Tax Distributions to such Unitholder for any Taxable Year (or portion thereof) ending on or before the Closing Date, shall not exceed $1 million in the aggregate.

Additional Tax Distributions. If any income tax return of the Company, as a result of an audit or otherwise, reflects items of income, gain, loss, or deduction that are different from the amounts estimated pursuant to Section 4.1(a), above, with respect to a Fiscal Year in a manner that results in additional income or gain of the Company being allocated to the Members, an additional Tax Distribution shall be made under the principles of Section 4.1(a), above, to the Members (or former Members) who are allocated the additional income or gain, except that (i) the last day of the calendar month in which the adjustment occurs shall be treated as a Tax Distribution Date, (ii) the amount of the additional income or gain shall be treated as the Company’s federal taxable income, and (iii) the applicable Tax Rate shall be that which applied for the Fiscal Period to which the additional income or gain relates.

Additional Tax Distributions. Third, in the event any income tax return of the Company, as a result of an audit or otherwise, reflects items of income, gain, loss, or deduction which are different from the amounts estimated pursuant to Section 4.1(b) above with respect to the Fiscal Year of such return in a manner that results in additional income or gain of the Company being allocated to the Members, an additional Tax Distribution shall be made under the principles of Section 4.1(b) above, except that (i) the last day of the calendar month in which such adjustment occurs shall be treated as a Tax Distribution Date, and (ii) the amount of such additional income or gain shall be treated as the federal taxable income of the Company.

Additional Tax Distributions. Section 4.01 (c)(i) of the Existing Partnership Agreement is hereby amended by adding the words “and IE Partner” after “ISI Partner” in the first line thereof.

Additional Tax Distributions. After the Effective Time, Buyer shall pay to the former stockholders of Seller who were stockholders of Seller prior to the Effective Time additional distributions, as an adjustment to the Per Share Merger Consideration, in an amount equal to any increased Tax liability (net of any decrease in Tax liability applicable to, or Tax refund received by, such former stockholders after the Effective Time and which was not taken into account in determining any tax distribution under Section 16 of the Stock Restriction Agreement, the Post-Closing Tax Distribution or any prior distribution under this Section 6.19) of such former stockholders for all periods ending on or before the close of business on the day next preceding the Effective Time resulting from any change or adjustment made by any Taxing Authority or by Buyer, Seller or any of Buyer's affiliates pursuant to Section 6.22 to the income Tax Returns of Seller for all periods ending on or before the close of business on the day next preceding the Effective Time, whether as a result of a tax audit, amended Tax Return or otherwise, if such adjustment is made after the Effective Time. The foregoing, however, shall not apply to (a) any interest or penalties or (b) any increased Tax liability arising by virtue of the termination of the "S" corporation status of Seller. Payments under this Section 6.19 shall be made, to the extent practicable, in a timely manner to allow such increased Tax liability to be paid by such former stockholders when due, but in no event later than fifteen days after a determination that requires such former stockholders to pay such Tax liability.

Additional Tax Distributions. (a) On the Business Day immediately prior to the Closing Date, to the extent the Tax Distribution Conditions (as defined in the BT HoldCo Agreement as in effect immediately prior to the First Closing) are satisfied, PubCo shall cause BT HoldCo to make Tax Distributions (as defined in the BT HoldCo Agreement as in effect immediately prior to the First Closing) in respect of the portion of the Fiscal Quarter (as defined in the BT HoldCo Agreement as in effect immediately prior to the First Closing) ending on the Closing Date in accordance with Section 4.1(a)(i) of the BT HoldCo Agreement as in effect immediately prior to the First Closing, and BT Assets shall cause such amounts to be distributed to the BT Assets Stockholders. (b) To the extent (i) the resolution of any Tax Dispute with respect to any taxable income of BT HoldCo for any taxable period beginning on or after June 30, 2023 and ending on or prior to the Closing Date results in any additional taxable income (as determined for U.S. federal income Tax purposes) being allocated to BT Assets by BT HoldCo and then by BT Assets to the BT Assets Stockholders and (ii) the BT Assets Stockholders pay income Tax with respect to such additional taxable income, then PubCo shall pay the BT Assets Stockholders an amount equal to the product of (a) the Assumed Tax Rate (as defined in the BT HoldCo Agreement as in effect immediately prior to the First Closing) and (b) the amount of such additional taxable income described in clause (ii) above in respect of which the BT Assets Stockholders must pay income Tax.

Additional Tax Distributions. (a) Notwithstanding Section 4.2(a), with respect to each taxable period of the Company, the Company shall, to the extent of available funds, make an Additional Tax Distribution to the Members; provided, that such distribution shall be made if and to the extent that the Board of Directors determines that the distribution does not violate or breach, or constitute a termination, cancellation or acceleration of, any obligation, contract, agreement or other instrument of the Company. (b) “Additional Tax Distribution“ means, for the applicable taxable period, the sum of the amounts determined by multiplying (x), (y) and (z) with respect to each class of Units where: (x) equals the taxable income of the Company for the taxable period attributable to gain allocated pursuant to Section 704(c) of the Code (“Section 704(c) Gain”) allocable to that class of Units; (y) equals an assumed tax rate equal to (A) the maximum federal income tax rate for corporations in effect for the taxable period plus (B) six percent (6%); and (z) equals 100% divided by the aggregate Percentage Interest of that class of Units to which the Section 704(c) Gain has been allocated. The amount of the Additional Tax Distribution shall be determined by the Company’s independent accounting firm.