Priority Tax Distributions Clause Samples
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Priority Tax Distributions. The Manager shall for purposes of assisting Members in paying income taxes with respect to Company Profits with respect to Members entitled to receive distributions and who are taxable for U. S. income tax purposes, make a distribution in accordance with Sharing Ratios to Members with an obligation to pay income taxes with respect to Profits, out of Net Cash Receipts, within 90 days after the end of a fiscal year in which the Company had Profits allocated to Members and taxable to them for federal income tax purposes, of an amount estimated by the Manager, which would, in the judgment of the Manager, when added to all prior distributions relating to the tax period or made earlier in the year of distribution, allow for the payment out of the aggregate of all such distributions of the approximate expected U.S. federal, state, and local income tax which may be payable with respect to such taxable Profits of the Company by a hypothetical typical Member, determined using an assumed tax rate of not less than [60%] of the then current top federal individual income tax rate applied only to the taxable Profits of the Company, [unless the Manager for good cause determines that a lesser rate is more likely to be typical.] The Manager in its discretion may make any such distribution directly to tax authorities for the benefit of the Member; such discretion for direct payment may be, but need not be, separately exercised Member by Member. No right relating to any such tax related distribution is assignable.
Priority Tax Distributions. A. In the event that the Company engages in the sale of one or more Properties other than the Properties listed on Schedule 4.6A-1 (each, a "Contributed Property") within four years following the Closing (the “Protected Period”) in a taxable transaction (a “Protected Sale”), any Investor will be entitled to receive distributions within thirty (30) days following such Protected Sale from the Distributable Cash generated from such sale (“Priority Tax Distributions”), before distributions of any Distributable Cash generated from such sale are made to the other Members, in an amount equal to the Applicable Percentage of its Allowed Investor Claims Account with respect to the Contributed Property subject to the Protected Sale.
B. In no event shall the aggregate amount of Priority Tax Distributions to Investors in the aggregate over the four-year period following the Closing exceed the lesser of (a) 10% of the aggregate Allowed Investor Claims Accounts and (b) $55,000,000.
C. Priority Tax Distributions made to Common Investor under this Section shall reduce any subsequent distributions otherwise payable to such Common Investor under Section 4.1. Priority Tax Distributions made to Preferred Investor under this Section shall reduce any subsequent distributions otherwise payable on account of the Liquidation Preference set forth in Annex A.