Income Tax Distributions. Subject to the terms of the Existing Credit Facility or any replacement thereof, to the extent there is cash available for distribution (excluding investments made with Preferred Capital, and returns of and returns on Preferred Capital), the Company shall make distributions of sufficient portions of its income (“Tax Distributions”) to the Members on a monthly basis so that the PB Member can satisfy the REIT distribution requirements in Code Section 857(a)(1) and can avoid the excise tax imposed by Code Section 4981. Tax Distributions shall be made to the Members, pari passu, in proportion to their then current respective Percentage Interests. Any distribution to a Member pursuant to this Section 5.1.5 that exceeds the amount that would have been distributed to such Member had the amount distributed pursuant to this Section 5.1.5 been distributed pursuant to the preceding subsections of this Article V, shall be treated as an advance distribution under and shall be offset against subsequent distributions that such Member would otherwise be entitled to receive pursuant to the preceding subsections of this Article V. For the avoidance of doubt, no Tax Distribution shall be made in respect of the Preferred Capital or Preferred Return.
Income Tax Distributions. The Company may, solely as and when determined by the Board in its absolute discretion, make distributions of cash to its Members in each calendar year, or succeeding calendar year, in sufficient amounts for the Members to pay on a timely basis federal, state, and local income taxes on the Company’s taxable income and gain (net of deductions and credits) for such calendar year to the extent distributions made under Section 6.4 for such year are not sufficient for this purpose. All distributions under this Section 6.5 will be made among the Members in proportion to their allocable share of taxable income of the Company for such calendar year. Any amount distributed under this Section 6.5 shall be treated as distributions under Section 6.4 and shall be credited against amounts otherwise distributable under Section 6.4 to any Member.
Income Tax Distributions. Notwithstanding anything to the contrary in this Section 3.1, the Company agrees to make distributions of cash to its Members in each calendar year, or succeeding calendar year, in sufficient amounts for the Members to pay on a timely basis federal, state, and local income taxes, including any required estimated income tax payments, on the Company’s taxable income and gain (net of deductions and credits) for such calendar year to the extent distributions made under Section 3.1(a) or Section 3.1(c) for such year are not sufficient for this purpose. For the purposes of determining the amount of such distributions, each Member is deemed to be taxed at the highest applicable marginal federal, state, and local income tax rates in such jurisdictions where the Members are located. Anything to the contrary herein notwithstanding, no distributions shall be made to any Member pursuant to this Section 3.1(b) at any time when payments on any Company obligation shall be considered delinquent or if such payment would cause the Company to default on any Company obligation. Whether such delinquency or default shall occur will be determined by the Board in its sole and absolute discretion. All distributions under this Section 3.1(b) will be made among the Members in proportion to their allocable share of taxable income as determined under the Tax Appendix for such calendar year. Any amount distributed under this Section 3.1(b) shall be treated as distributions under Section 3.1(a) or Section 3.1(c) in the order they would otherwise have been distributed under those Sections and shall be credited against amounts otherwise distributable under those Sections.
Income Tax Distributions. Subject to the terms of the Credit Documents or any replacement thereof, to the extent there is cash available for distribution, the Company shall make distributions of sufficient portions of its income (“Tax Distributions”) to the Members on a monthly basis so that the Hersha Member can satisfy the REIT distribution requirements in Code Section 857(a)(1) and can avoid the excise tax imposed by Code Section 4981. Tax Distributions shall be made to the Members, pari passu, in proportion to the projected taxable income estimated to be allocable to such Member for such period, as determined by the Hersha Member in its sole discretion. Any distribution to a Member pursuant to this Section 5.1.5, shall be treated as an advance distribution under and shall be offset against subsequent distributions that such Member would otherwise be entitled to receive pursuant to the preceding subsections of this Article V.
Income Tax Distributions. Neither Sun Cove nor Waterford currently anticipate receipt from TCA in any year of amounts less than the amount described in Section 3.03a(1) of the Partnership Agreement. However, it is agreed by the Parties that TCA shall not be required to make any of the payments or distributions required by this Omnibus Termination Agreement until it has annually distributed to its partners, pro rata, at least the amount described in Section 3.03a(1) of the Partnership Agreement less twice the amount of all other funds paid or distributed to Waterford during such year pursuant to this Omnibus Termination Agreement.
Income Tax Distributions. Subject to the terms of the Existing Credit Facility or any replacement thereof, to the extent there is cash available for distribution, the Company shall make distributions of sufficient portions of its income (“Tax Distributions”) to the Members, upon request (but not more frequently than monthly), so that, if applicable, each Member (or its direct or indirect members) can pay income tax in respect of taxable income allocated to such Member pursuant to this Agreement. Tax Distributions shall be made to the Members, pari passu, in proportion to their then current respective Percentage Interests.
Income Tax Distributions. Subject to Section 5.11, in order to enable each Capital Member to pay income taxes on income allocated to such Capital Member, the Board shall, within 30 days after the end of each Fiscal Year, cause the Company to distribute, to the extent funds are available therefor, including through loans obtained from Capital Members (as approved in accordance with Section 5.5), and as is otherwise practicable (in the Board's sole and absolute discretion), to each Person with a Capital Member's Income Tax Distribution Amount (defined below) for the prior Fiscal Year, cash in an amount equal to the excess, if any, of (1) each Capital Member's estimate of such Capital Member's Income Tax Distribution Amount for such Fiscal Year, over (2) the aggregate amount of distributions to such Capital Member during such Fiscal Year (other than a distribution pursuant to this Section 5.9 made with respect to a prior Fiscal Year).
Income Tax Distributions. 12 (d) DISTRIBUTION OF LIQUIDATION PROCEEDS..................................................13 SECTION 3.2 - ALLOCATION OF PROFITS AND LOSSES..........................................................13 SECTION 3.3 - ACCOUNTING................................................................................13
Income Tax Distributions. Notwithstanding anything to the contrary in Section 3.1(a) and (b) of this Agreement, the Company must make annual distributions of cash ("Income Tax Distributions") that in the aggregate equal to forty percent (40%) of the Company's taxable income and gain (net of deductions and credit) for the preceding calendar year, reduced by any taxable income for the preceding calendar year that is specially allocated to a Member under Code Section 704(c) with respect to contributed property. Such amounts will be distributed at such times and in such amounts as the Managing Members shall determine. Anything to the contrary herein notwithstanding, no distributions may be made to any Member pursuant to this Section 3.1(c) at any time when payments on any Company obligation shall be considered delinquent or if such payment would cause the Company to default on any Company obligation. Whether such delinquency or default shall occur will be determined by the Managing Members. All distributions under this Section 3.1(c) will be made among the Members in proportion to their respective shares of taxable income and gain as determined for purposes of this Section 3.1(c).
Income Tax Distributions. Subject to Section 5.11, in order to enable Members to pay income taxes on income allocated to them, the Members shall, within thirty (30) days after the end of each calendar year, cause the Company to distribute, to the extent funds are available therefor, including through loans obtained from Members (as approved in accordance with Section 5.5), and it is otherwise practicable to each Person with a Members’ Income Tax Distribution Amount (as defined below) for the prior calendar year, cash in an amount equal to the excess, if any, of (i) such Person’s Members’ Income Tax Distribution Amount for such calendar year, over (ii) the aggregate amount of distributions to such Member during such calendar year (other than a distribution pursuant to this Section 5.9 made with respect to a prior year). “Members’ Income Tax Distribution Amount” for any calendar year means, with respect to each Person who is a Member or to whom an item of income or gain was allocated during such calendar year, the product of (A) such Person’s share of taxable income of the Company for such calendar year and (B) the highest marginal combined rate of federal and North Carolina State and City individual income taxes for such calendar year, as determined by the Members.
