Distribution for Taxes Sample Clauses

Distribution for Taxes. Notwithstanding Section 6.2(a), subject to the Companies Act and other applicable law, the Company shall make, in respect of each Fiscal Year in which SanDisk or its Affiliates must recognize taxable income of the Company in SanDisk’s tax returns, including, but not limited to, its US federal, state and local income (including withholding tax) and franchise tax returns, a distribution to SanDisk to the extent necessary to meet SanDisk’s aggregate US tax liability with respect to such taxable income, with such liability calculated at the highest US, state and local corporate tax rates as may be then applicable to SanDisk. SanDisk will make a request upon the Company for such distribution as soon as is practicable after the filing of SanDisk Corporation’s applicable US tax returns. Following receipt of such request, the Company shall make the requested distribution on the next date on which the Company is permitted to make distributions pursuant to the Companies Act. Simultaneously therewith, the Company shall also make a distribution to Toshiba in an amount equal to the amount of the per Interest distribution made to SanDisk pursuant to this Section 6.2(b). Any such prior distributions shall be taken into account upon any purchase and sale of Interests under Section 10 (Certain Agreements of the Members) or dissolution of the Company under Section 11 (Dissolution) hereof. If necessary, the Board of Executive Officers shall consider capital reductions to the extent that any such capital reduction will not adversely affect the Y5 Facility’s operations.
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Distribution for Taxes. To the extent the Members determine the Company has Available Cash in any period with respect to which taxes or estimated taxes are due, the Company shall promptly declare and make cash distributions pursuant hereto to the Members to allow the federal income tax (including, without limitation, estimated tax payments) attributable to the Company’s taxable income allocable to the Members to be paid by such Members when due (each, a “Due Date”). To satisfy this requirement, the Company shall pay on or before thirty (30) days prior to each Due Date (any such payment a “Tax Distribution”), an amount equal to the product of (i) the Company’s positive taxable income attributed to its Members during the relevant period multiplied by (ii) the highest applicable federal income tax rate for individuals for the fiscal year in which the relevant period falls. Tax Distributions shall be made to the Members in proportion to the taxable income allocated to them in the relevant period. Any distribution made pursuant to this Section 7.2 shall be treated as an advance on any distributions made pursuant to Section 7.1 and Section 16.2(b).
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Distribution for Taxes. Notwithstanding the provisions of Section 6.02(a), the Company shall make, in respect of each Fiscal Year in which SanDisk must recognize taxable income of the Company in SanDisk's US federal, state and local income and franchise tax returns, a distribution to SanDisk to the extent necessary to meet SanDisk's aggregate US tax liability with respect to such taxable income, with such liability calculated at the highest US, state and local corporate tax rates as may be then applicable to SanDisk. SanDisk will make a request upon the Company for such distribution as soon as is practicable after the filing of SanDisk's applicable US tax returns. Following receipt of such request, the Company shall make the requested distribution on the next date on which the Company is permitted to make distributions pursuant to the Japan Act. Simultaneously therewith, the Company shall also make a distribution to Toshiba in an amount equal to the amount of the distribution made to SanDisk pursuant to this Section 6.02(b). Any such prior distributions shall be taken into account upon any purchase and sale of Units under Article X herein or dissolution of the Company under Article XI herein.
Sample 1
Distribution for Taxes. On or before each April fifteenth, June fifteenth, September fifteenth, and January fifteenth of every year, the Board shall make every reasonable effort to distribute to the Partners in proportion to their respective Percentage Interests an amount of Net Cash from Operations equal to one fourth of the Partnership’s reasonably anticipated Profit for the fiscal year times the highest marginal federal and state income tax rates imposed on individual taxpayers. On or before April fifteenth of each year, the Board shall make a reasonable effort to distribute to the Partners, in proportion to their respective Percentage Interest, an amount of Net Cash from Operations equal to the difference, if any, between the Partnership' s Profit for the immediately preceding fiscal year times the highest marginal federal and state income tax rates imposed on individual taxpayers and the sum of the amounts distributed to the Partners pursuant to the preceding sentence of this Section 5. 2.
Sample 1
Distribution for Taxes. PBHC will remain an S corporation under the Code until the Closing Date. PBHC will be permitted to make a distribution to its shareholders for the 2016 calendar tax year up to 40% of PBHC’s taxable income as reflected on its 2016 U.S. Income Tax Return for an S corporation (Form 1120S). No tax distribution will be made for the 2017 tax year.
Sample 1
Distribution for Taxes. Subject to Schedule A and the last sentence of Section 7.1, the Board of Managers shall make cash distributions to the Members each year in an aggregate amount not less than (i) the estimated taxable income of the Company allocated to such Member pursuant to Article VI, multiplied by (ii) the Applicable Tax Rate and, in the case of a Member that is a corporation for U.S. federal income tax purposes, less (iii) any deductions available to such Member that will reduce such Member’s U.S. federal income tax liability. Such distributions attributable to a specific year will be made by the Board of Managers to the Members on or before March 31 of the year following such year and shall be proportionate to their respective Percentage Interests.
Sample 1
Distribution for Taxes. Subject to the provisions of the last sentence of Section 5.5, and so long as the Company is treated as a partnership for federal and state income tax purposes, the Company shall make distributions from the respective Funds Available for Distribution of each Class, if any, only to the respective Members of each such Class, with respect to each Fiscal Year of the Company in an amount that equals: (a) The amount of taxable income allocable to the Members of such Class in respect of such Fiscal Year, net of taxable losses allocated to the Members of such Class in prior Fiscal Years not previously taken into account under this Section 5.1 (in each case disregarding allocations of any items attributable to “built-in” Section 704(c) gain or loss with respect to contributed or revalued property), multiplied by (b) The combined maximum federal, state and local income tax rate to be applied with respect to such taxable income (calculated by using the highest maximum combined marginal federal, state and local income tax rates to which any Member of such Class (or any of its owners) may be subject and taking into account the character of such taxable income and the deductibility of state income tax for federal income tax purposes), and such distribution for Taxes shall be made to the Members of such Class in the same proportions that such taxable income was allocated to the Members of such Class during such Fiscal Year. Distributions for Taxes shall be treated as an advance of, and shall therefore reduce, amounts otherwise distributable to the Members of each such Class pursuant to Section 5.2.
Sample 1
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Distribution for Taxes. The Company shall make periodic distributions to the Members in proportion to their Percentage Interests (the "Tax Distributions") in an aggregate amount equal to the estimated incremental tax deposit required to be made with respect to the taxable income of the Company (the "Quarterly Tax Deposit"), as reasonably determined by the Independent Accountants. The Tax Distributions shall be made no later than 5 days before Quarterly Tax Deposits are required to be made to the Internal Revenue Service. The amount of the Quarterly Tax Deposit shall be determined using the following assumptions: (i) the applicable tax rate shall be the highest marginal effective federal, state, and local corporate income tax rate, as reasonably determined by the Accountants for the relevant fiscal year of the Company, and (ii) any tax losses of the Company will be carried forward to offset subsequent tax profits. If the Independent Accountants reasonably determine that the aggregate Tax Distributions for any Fiscal Year are not sufficient for or shall exceed the aggregate tax liability (computed in a manner consistent with the computation of the Tax Distributions) for such fiscal year of the Company, then subsequent Tax Distributions shall be appropriately adjusted.
Sample 1
Distribution for Taxes. The parties acknowledge and agree that no dividends or distributions were permitted by Seller through the Final Closing Date other than distributions to cover the Stockholders' estimated tax liability solely related to the earnings of Seller through the First Closing Date (the "Estimated Tax Liability"). Buyer agrees that if the Stockholders' actual tax liability solely related to the earnings of Seller through the First Closing Date (the "Actual Tax Liability") is greater than the Estimated Tax Liability, Buyer shall pay the Stockholders the difference between the Actual Tax Liability and the Estimated Tax Liability, which amount shall be payable within thirty (30) days after such determination. If the Stockholders' Actual Tax Liability is less than the Estimated Tax Liability, the Stockholders shall pay Buyer the difference between the Estimated Tax Liability and the Actual Tax Liability, which amount shall be payable within thirty (30) days after such determination. Seller, the Stockholders and Buyer shall use their best efforts to determine the Actual Tax Liability as soon as practicable after the First Closing Date, but in any event on or before January 15, 2001.
Sample 1

Related to Distribution for Taxes

  • Tax Distributions (i) With respect to each 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 permitted by applicable Law, make cash distributions (“Tax Distributions”) to each Member in accordance 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 on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each 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 Fiscal Year based on such final accounting shall promptly be distributed to such Member. (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(b) (other than any distributions made pursuant to Section 4.01(b)(v)) 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(b) are made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, 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(b) 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 (pro rata in accordance with the Members’ respective Percentage Interests) 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 beginning on or after January 1, 2021 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), 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(b) in the relevant Taxable Years sufficient to cover such shortfall. (iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b). (v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Previous LLC Agreement) pursuant to Section 4.1(a) of the Previous LLC Agreement. (vi) For the avoidance of doubt, Tax Distributions shall be treated for all purposes of this Agreement as an entitlement separate from and in addition to any other entitlement of any Member pursuant to this Agreement, including any distributions to which a Member is entitled pursuant to Section 4.01(a). (vii) Notwithstanding anything herein to the contrary, to the extent two or more Members are included in the same “affiliated group” (within the meaning of Section 1504(a)(1) of the Code) that files a consolidated U.S. federal income tax return with respect to a given taxable year, such Members shall be aggregated and treated as a single Member for purposes of this Section 4.01(b) with respect to such taxable year.

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