Common use of Entity-Level Deficiency Collections Clause in Contracts

Entity-Level Deficiency Collections. If the Partnership is required by applicable law to pay any federal, state or local income tax on behalf of, or withhold such amount with respect to, any Partner or Assignee or any former Partner or Assignee (a) the General Partner shall cause the Partnership to pay such tax on behalf of such Partner or Assignee or former Partner or Assignee from the funds of the Partnership; (b) any amount so paid on behalf of, or withheld with respect to, any Partner or Assignee shall be treated as a distribution of cash to such Partner or Assignee for purposes of Section 4.6(a); and (c) to the extent any such Partner or Assignee (but not a former Partner or Assignee) is not then entitled to such distribution under this Agreement, the General Partner shall be authorized, without the approval of any Partner or Assignee, to amend this Agreement insofar as is necessary to maintain the uniformity of intrinsic tax characteristics as to all Units and to make subsequent adjustments to distributions in a manner which, in the reasonable judgment of the General Partner, will make as little alteration as practicable in the priority and amount of distributions otherwise applicable under this Agreement, and will not otherwise alter the distributions to which Partners and Assignees are entitled under this Agreement. If the Partnership is permitted (but not required) by applicable law to pay any such tax on behalf of any Partner or Assignee or former Partner or Assignee, the General Partner shall be authorized (but not required) to cause the Partnership to pay such tax from the funds of the Partnership and to take any action consistent with this Section 9.7. The General Partner shall be authorized (but not required) to take all necessary or appropriate actions to collect all or any portion of a deficiency in the payment of any such tax that relates to prior periods and that is attributable to Persons who were Limited Partners or Assignees when such deficiencies arose, from such Persons.

Entity-Level Deficiency Collections. If the Partnership is required by applicable law to pay any federal, state or local income tax on behalf of, or withhold such amount with respect to, any Partner or Assignee or any former Partner or Assignee (a) the General Partner shall cause the Partnership to pay such tax on behalf of such Partner or Assignee or former Partner or Assignee from the funds of the Partnership; (b) any amount so paid on behalf of, or withheld with respect to, any Partner or Assignee shall be treated as a distribution of cash to such Partner or Assignee for purposes of this Agreement, including Section 4.6(a); and (c) to the extent any such Partner or Assignee (but not a former Partner or Assignee) is not then entitled to such distribution under this Agreement, the General Partner shall be authorized, authorized without the approval of any Partner or Assignee, to amend this Agreement insofar as is necessary to maintain the uniformity of intrinsic tax characteristics as to all Units and to make subsequent adjustments to distributions in a manner which, in the reasonable judgment of the General Partner, will make as little alteration as practicable in the priority and amount of distributions otherwise applicable under this Agreement, Agreement and will not otherwise alter the distributions to which Partners and Assignees are entitled under this Agreement. If the Partnership is permitted (but not required) by applicable law to pay any such tax on behalf of any Partner or Assignee or former Partner or Assignee, the General Partner shall be authorized (but not required) to cause the Partnership to pay such tax from the funds of the Partnership and to take any action consistent with this Section 9.7. The General Partner shall be authorized (but not required) to take all necessary or appropriate actions to collect all or any portion of a deficiency in the payment of any such tax that relates to prior periods and that is attributable to Persons who were Limited Partners or Assignees Assignee when such deficiencies arose, from such Persons.

Entity-Level Deficiency Collections. If the Partnership is required by applicable law to pay any federal, state or local income tax on behalf of, or withhold such amount with respect to, of any Partner or Assignee or any former Partner or Assignee (ai) the General Partner shall cause the Partnership to pay such tax on behalf of such Partner or Assignee or former Partner or Assignee from the funds of the Partnership; (bii) any amount so paid on behalf of, or withheld with respect to, of any Partner or Assignee shall be treated as constitute a distribution of cash Available Cash to such Partner or Assignee for purposes of pursuant to Section 4.6(a)5.3 hereof; and (ciii) to the extent any such Partner or Assignee (but not a former Partner or Assignee) is not then entitled to such distribution under this Agreement, the General Partner shall be authorized, without the approval of any Partner or Assignee, to amend this Agreement insofar as is necessary to maintain the uniformity of intrinsic tax characteristics as to all Units and to make subsequent adjustments to distributions in a manner which, in the reasonable judgment of the General Partner, will make as little alteration as practicable in the priority and amount of distributions otherwise applicable under this Agreement, and will not otherwise alter the distributions to which Partners and Assignees are entitled under this Agreement. If the Partnership is permitted (but not required) by applicable law to pay any such tax on behalf of any Partner or Assignee or former Partner or Assignee, the General Partner shall be authorized (but not required) to cause the Partnership to pay such tax from the funds of the Partnership and to take any action consistent with this Section 9.7. The General Partner shall be authorized (but not required) to take all necessary or appropriate actions to collect all or any portion of a deficiency in the payment of any such tax that which relates to prior periods and that which is attributable to Persons who were Limited Partners or Assignees when such deficiencies arose, from such Persons.

Entity-Level Deficiency Collections. If the Partnership is required by applicable law to pay any federal, state or local income tax on behalf of, or withhold such amount with respect to, any Partner or Assignee or any former Partner or Assignee but the Partnership is not required by applicable law and does not elect to pay such tax on behalf of, or withhold such amount with respect to, all Partners or Assignees (ai) the General Partner shall cause the Partnership to pay such tax on behalf of of, or withhold such amount with respect to, such Partner or Assignee or former Partner or Assignee from the funds of the Partnership; (b) any amount so paid on behalf ofPartnership and such payment of tax shall not be deducted as a cash operating expenditure of the Partnership in calculating "Cash from Operations" pursuant to Section 5.7.3, or withheld with respect to, any Partner or Assignee but shall be treated as deemed to be a distribution of cash Available Cash to such Partner or Assignee for purposes of Section 4.6(a)on whose behalf the tax was paid; and (cii) to the extent any such Partner or Assignee (but not a former Partner or Assignee) is not then entitled to such distribution under this Agreement, the General Partner shall be authorized, without the approval of any Partner or Assignee, to amend this Agreement insofar as is necessary to maintain or establish the uniformity of intrinsic tax characteristics as to all LP Units or the uniformity of Capital Accounts underlying all LP Units and to make subsequent adjustments to distributions in a manner which, in the reasonable judgment of the General Partner, will make as little alteration as practicable in the priority and amount of distributions otherwise applicable under this Agreement, and will not otherwise alter the distributions to which Partners and Assignees are entitled under this the Agreement. If the Partnership is permitted (but not required) by applicable law to pay any such tax on behalf of any Partner or Assignee or former Partner or Assignee, the The General Partner shall be authorized (but not required) to cause the Partnership to pay any state or local income tax on behalf of, or withhold such amount with respect to, all the Partners or Assignees even though such payment or amount withheld may be greater than the amount that would have been required to be paid if such payment or withholding had been made directly by a particular Partner or Assignee; provided, however, that such tax from payment or amount withheld shall be in the funds same amount with respect to each LP Unit and, in the General Partner's sole discretion, that such payment of tax on behalf of, or such withholding with respect to all of the Partners or Assignees is in the best interests of the Partners or Assignees as a whole. Any amount so paid on behalf of all Partners or Assignees shall be deducted as a cash operating expenditure of the Partnership in calculating, "Cash from Operations", and shall be treated as a distribution to take the Partners or Assignees for purposes of Section 4.5.1, but shall not be treated as a distribution of Available Cash for any action consistent with other purpose of this Section 9.7Agreement. The General Partner shall be authorized (but not required) to take all necessary or appropriate actions to collect all or any portion of a deficiency in the payment of any such tax that which relates to prior periods and that which is attributable to Persons who were Limited Partners or Assignees when such deficiencies arose, from such Persons.

Entity-Level Deficiency Collections. If the Partnership is required by applicable law to pay any federal, state or local income tax on behalf of, or withhold such amount with respect to, any Partner or Assignee or any former Partner or Assignee but the Partnership is not required by applicable law and does not elect to pay such tax on behalf of, or withhold such amount with respect to, all Partners or Assignees (ai) the General Partner shall cause the Partnership to pay such tax on behalf of of, or withhold such amount with respect to, such Partner or Assignee or former Partner or Assignee from the funds of the Partnership; (b) any amount so paid on behalf ofPartnership and such payment of tax shall not be deducted as a cash operating expenditure of the Partnership in calculating ?Cash from Operations? pursuant to Section 5.7.3, or withheld with respect to, any Partner or Assignee but shall be treated as deemed to be a distribution of cash Available Cash to such Partner or Assignee for purposes of Section 4.6(a)on whose behalf the tax was paid; and (cii) to the extent any such Partner or Assignee (but not a former Partner or Assignee) is not then entitled to such distribution under this Agreement, the General Partner shall be authorized, without the approval of any Partner or Assignee, to amend this Agreement insofar as is necessary to maintain or establish the uniformity of intrinsic tax characteristics as to all LP Units or the uniformity of Capital Accounts underlying all LP Units and to make subsequent adjustments to distributions in a manner which, in the reasonable judgment of the General Partner, will make as little alteration as practicable in the priority and amount of distributions otherwise applicable under this Agreement, and will not otherwise alter the distributions to which Partners and Assignees are entitled under this the Agreement. If the Partnership is permitted (but not required) by applicable law to pay any such tax on behalf of any Partner or Assignee or former Partner or Assignee, the The General Partner shall be authorized (but not required) to cause the Partnership to pay any state or local income tax on behalf of, or withhold such amount with respect to, all the Partners or Assignees even though such payment or amount withheld may be greater than the amount that would have been required to be paid if such payment or withholding had been made directly by a particular Partner or Assignee; provided, however, that such tax from payment or amount withheld shall be in the funds same amount with respect to each LP Unit and, in the General Partner's sole discretion, that such payment of tax on behalf of, or such withholding with respect to all of the Partners or Assignees is in the best interests of the Partners or Assignees as a whole. Any amount so paid on behalf of all Partners or Assignees shall be deducted as a cash operating expenditure of the Partnership in calculating, ?Cash from Operations?, and shall be treated as a distribution to take the Partners or Assignees for purposes of Section 4.5.1, but shall not be treated as a distribution of Available Cash for any action consistent with other purpose of this Section 9.7Agreement. The General Partner shall be authorized (but not required) to take all necessary or appropriate actions to collect all or any portion of a deficiency in the payment of any such tax that which relates to prior periods and that which is attributable to Persons who were Limited Partners or Assignees when such deficiencies arose, from such Persons.

Entity-Level Deficiency Collections. If the Partnership is required by applicable law to pay any federal, state or local income tax on behalf of, or withhold such amount with respect to, any Partner or Assignee or any former Partner or Assignee (a) the General Partner shall cause the Partnership to pay such tax on behalf of such Partner or Assignee or former Partner or Assignee from the funds of the Partnership; (b) any amount so paid on behalf of, or withheld with respect to, any Partner or Assignee shall be treated as a distribution of cash to such Partner or Assignee for purposes of Section 4.6(a); and (c) to the extent any such Partner or Assignee (but not a former Partner or Assignee) is not then entitled to such distribution under this Agreement, the General Partner shall be authorized, without the approval of any Partner or Assignee, to amend this Agreement insofar as is necessary to maintain the uniformity of intrinsic tax characteristics as to all Units and to make subsequent adjustments to distributions in a manner which, in the reasonable judgment of the General Partner, will make as little alteration as practicable in the priority and amount of distributions otherwise applicable under this Agreement, and will not otherwise alter the distributions to which Partners and Assignees are entitled under this Agreement. If the Partnership is permitted (but not required) by applicable law to pay any such tax on behalf of any Partner or Assignee or former Partner or Assignee, the General Partner shall be authorized (but not required) to cause the Partnership to pay such tax from the funds of the Partnership and to take any action consistent with this Section 9.7. The General Partner shall be authorized (but not required) to take all necessary or appropriate actions to collect all or any portion of a deficiency in the payment of any such tax that relates to prior periods and that is attributable to Persons who were Limited Partners or Assignees when such deficiencies arose, from such Persons.57

Entity-Level Deficiency Collections. If the Partnership is required by applicable law to pay any federal, state or local income tax on behalf of, or withhold such amount with respect to, any Partner or Assignee or any former Partner or Assignee (a) the General Partner shall cause the Partnership to pay such tax on behalf of such Partner or Assignee or former Partner or Assignee from the funds of the Partnership; (b) any amount so paid on behalf of, or withheld with respect to, any Partner or Assignee shall be treated as a distribution of cash to such Partner or Assignee for purposes of Section 4.6(a); and (c) to the extent any such Partner or Assignee (but not a former Partner or Assignee) is not then entitled to such distribution under this Agreement, the General Partner shall be authorized, without the approval of any Partner or Assignee, to amend this Agreement insofar as is necessary to maintain the 59 uniformity of intrinsic tax characteristics as to all Units and to make subsequent adjustments to distributions in a manner which, in the reasonable judgment of the General Partner, will make as little alteration as practicable in the priority and amount of distributions otherwise applicable under this Agreement, and will not otherwise alter the distributions to which Partners and Assignees are entitled under this Agreement. If the Partnership is permitted (but not required) by applicable law to pay any such tax on behalf of any Partner or Assignee or former Partner or Assignee, the General Partner shall be authorized (but not required) to cause the Partnership to pay such tax from the funds of the Partnership and to take any action consistent with this Section 9.7. The General Partner shall be authorized (but not required) to take all necessary or appropriate actions to collect all or any portion of a deficiency in the payment of any such tax that relates to prior periods and that is attributable to Persons who were Limited Partners or Assignees when such deficiencies arose, from such Persons.