Common use of Minimum Distributions for Income Tax Purposes Clause in Contracts

Minimum Distributions for Income Tax Purposes. For each taxable year ending after the date hereof with respect to which the Company is a partnership or disregarded entity for U.S. federal income tax purposes, minimum distributions, advances or other payments shall be made to each Member, in an amount equal to the product of (1) the portion of the Company’s “taxable income” (as modified below) allocable to such Member for such period and (2) the highest combined marginal federal, state and/or local income tax rate applicable to any Member for such period; provided that (A) for purposes of this Section 8.2, the Company’s “taxable income” for any period shall be computed (1) without any deduction for any interest expense attributable to any indebtedness of the Company used to finance distributions (as determined in accordance with Treasury Regulation Section 1.163-8T) or any indebtedness treated as having refinanced any such indebtedness, or any other interest expense incurred by the Company that, in each case, is not treated as deductible for U.S. federal income tax purposes by each Member of the Company, (2) for the avoidance of doubt, by including any increases to taxable income as a result of any tax examination, audit or other adjustment, whether for taxable years ended prior to or after the date hereof and (3) ignoring any adjustments in tax basis resulting from an election pursuant to Section 754 of the Code, and (B) any distributions pursuant to this Section 8.2 shall only be made to the extent the Governing Board determines in its discretion that the Company has funds available and that making such distributions will not violate the terms of any agreements to which the Company is a party. Such distributions shall in each case be made not later than 15 days prior to the date upon which U.S. federal estimated tax payments are required for individuals, with such distributions made on the basis of estimated allocations for the taxable period as determined by the Governing Board. Such distributions shall be treated as advances of distributions otherwise to be made pursuant to Section 8.1, and any distributions otherwise to be made to Members pursuant to Section 8.1 after the date hereof shall be reduced by the amount previously distributed to them after the date hereof pursuant to Section 8.1. Any U.S. federal, state, local or non-U.S. tax withholding shall be treated as a distribution to the Member in respect of whom such withholding has been made.

Minimum Distributions for Income Tax Purposes. For each taxable year ending after the date hereof with respect to which the Company is a partnership or disregarded entity for U.S. federal income tax purposes, minimum distributions, advances or other payments shall be made to each Member, in an amount equal to the product of (1) the portion of the Company’s “taxable income” (as modified below) allocable to such Member for such period and (2) the highest combined marginal federal, state and/or local income tax rate applicable to any Member for such period; provided that (A) that, for purposes of this Section 8.2, the Company’s “taxable income” for any period shall be computed (1) without any deduction for any interest expense attributable to any indebtedness of the Company used to finance distributions (as determined in accordance with Treasury Regulation Section 1.163-8T) or any indebtedness treated as having refinanced any such indebtedness, or any other interest expense incurred by the Company that, in each case, is not treated as deductible for U.S. federal income tax purposes by each Member of the Company, and (2) for the avoidance of doubt, by including any increases to taxable income as a result of any tax examination, audit or other adjustment, whether for taxable years ended prior to or after the date hereof and (3) ignoring any adjustments in tax basis resulting from an election pursuant to Section 754 of the Codehereof; provided further, and (B) that any distributions pursuant to this Section 8.2 shall only be made to the extent the Governing Board determines in its discretion that the Company has funds available and that making such distributions will not violate the terms of any agreements to which the Company is a party. Such distributions shall in each case be made not later than 15 days prior to the date upon which U.S. federal estimated tax payments are required for individuals, with such distributions made on the basis of estimated allocations for the taxable period as determined by the Governing Board. Such distributions shall be treated as advances of distributions otherwise to be made pursuant to Section 8.1, and any distributions otherwise to be made to Members pursuant to Section 8.1 after the date hereof shall be reduced by the amount previously distributed to them after the date hereof pursuant to this Section 8.18.2. Any U.S. federal, state, local or non-U.S. tax withholding shall be treated as a distribution to the Member in respect of whom such withholding has been made.

Minimum Distributions for Income Tax Purposes. For each taxable year ending after the date hereof If, with respect to which the Company any Fiscal Year or portion thereof, taxable income is a partnership or disregarded entity for U.S. federal income tax purposesallocated to Common Units held by any Members, minimum distributions, advances or other payments distributions shall be made to all of the Members with respect to their Common Units (including the Tax Exempt Members) pro rata based on the number of Common Units held by each Member, in an amount . The minimum distribution paid with respect to each Common Unit shall be equal to the product of (1) the portion of the Company’s “taxable income” (as modified below) allocable to such Member for such period and (2) 45% multiplied by the highest combined marginal federal, state and/or local amount of taxable income tax rate applicable allocated to any Member for Common Unit; provided, that such period; provided that (A) for purposes of this Section 8.2, the Company’s “taxable income” for any period shall be computed (1) without any deduction for any interest expense attributable to any indebtedness of the Company used to finance distributions (as determined in accordance with Treasury Regulation Section 1.163-8T) or any indebtedness treated as having refinanced any such indebtedness, or any other interest expense incurred by the Company that, in each case, is not treated as deductible for U.S. federal income tax purposes by each Member of the Company, (2) for the avoidance of doubt, by including any increases to taxable income as a result of any tax examination, audit or other adjustment, whether for taxable years ended prior to or after the date hereof and (3) ignoring any adjustments in tax basis resulting from an election pursuant to Section 754 of the Code, and (B) any distributions pursuant to this Section 8.2 shall only be made to the extent the Governing Board determines in its discretion that the Company has funds available and that making such distributions will not violate the terms of any agreements to which the Company is a party. Such distributions shall in each case be made not later than 15 days prior to the date upon which U.S. federal estimated tax payments are required for individuals, with such distributions made on the basis of estimated allocations for the taxable period as determined by the Governing Board. Such distributions shall be treated as advances of distributions otherwise to be made pursuant to Section 8.14.2.4, and any distributions otherwise to be made to Members pursuant to Section 8.1 after the date hereof 4.2.3 or 4.2.4 shall be reduced by the amount previously distributed to them after the date hereof pursuant to this Section 8.18.2. Any U.S. federal, state, state or local or non-U.S. income tax withholding shall be treated as a distribution to the Member in respect of whom such for whose benefit the withholding has been made. Notwithstanding the foregoing, the Company shall not, on or after the date hereof, make any tax distributions pursuant to this Section 8.2 in respect of any tax period, or portion thereof, on or before the date hereof. Any tax distributions made after the date hereof shall only take into account and be based on the taxable income recognized for the period of time beginning after the date hereof.