Special Tax Distributions Sample Clauses

Special Tax Distributions. Where the anticipated federal, state and local taxes required to be paid by a Partnership Unit Holder in respect of its distributive share of the income and gain attributable to a Partial Capital Event exceed the cash distributions to any Partnership Unit Holder (the “Distributee Partner”) pursuant to Section 7.2 for such Partial Capital Event (such excess amount, the “PCE Tax Shortfall”), the Partnership shall make an additional tax distribution, subject to the limitations set forth in Section 7.1(a), to the Distributee Partner in the amount equal to the PCE Tax Shortfall (“Special Tax Distribution”). The Special Tax Distribution shall be taken from the cash that would otherwise be distributed to the Preferred Unit Holders under Section 7.2(a); provided that in no event shall the Preferred Unit Holders receive, in the aggregate, cash in an amount equal to less than the product of (A) their aggregate Percentage Interest at the time of the relevant Partial Capital Event and (B) the aggregate net proceeds of the relevant Partial Capital Event. Notwithstanding anything contained in this Agreement, all subsequent distributions to the Distributee Partner (other than Tax Distributions) shall be made to the Preferred Unit Holders until the Special Tax Distribution has been repaid to the Preferred Unit Holders.
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Special Tax Distributions. Notwithstanding the provisions of SECTION 6.1 above, if the Company has net taxable income for federal income tax purposes for any taxable year of the Company, then the Company shall first distribute at least an amount of cash (a "Tax Distribution") to each Member which, when combined with all other distributions to such Member in the current and all preceding taxable years of the Company, equals the product of (A) the highest combined federal, state and local marginal income tax rate hypothetically applicable to any Member and (B) the excess, if any, of (i) the aggregate net taxable income allocated to such Member under this Agreement in the current and all preceding taxable years of the Company over (ii) the aggregate net taxable loss allocated to such Member under this Agreement in all preceding taxable years of the Company.
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Special Tax Distributions. 4 Trustee Responsibility When Corporation Is Insolvent ...................................................... 5 No Payments to the Corporation ...................................... 6 Additional Powers, Duties, and Immunities of the Trustee ....................................................... 6
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Special Tax Distributions. (a) The Corporation and the Trustee intend that (i) the creation of, transfer of assets to, and the terms of the Trust and this Agreement will not cause any Benefits to be other than "unfunded" for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended, or any successor provision thereto; (ii) transfers of assets to the Trust or the terms of the Trust and this Agreement will not be transfers of property for purposes of Section 83 of the Code, or any successor provision thereto, nor will such transfers or terms cause a currently taxable benefit to be realized by a Beneficiary or Successor under the "economic benefit" doctrine or otherwise; and (iii) under Section 451 of the Code, or any successor provision thereto, no amounts hereunder will be includible in the gross income of the Beneficiary or Successor prior to his taxable year in which such amounts are actually distributed or made available by the Trustee to the Beneficiary or Successor. (b) If, based upon a change in federal tax or revenue laws, a published ruling or similar announcement issued by the Internal Revenue Service, a regulation issued by the Secretary of the Treasury, a decision by a court of competent jurisdiction involving the Beneficiary or Successor, or a closing agreement made under Section 7121 of the Code that is approved by the Internal Revenue Service and involves the Beneficiary or Successor, the Trustee determines, in its sole judgment, that any portion of such amounts are includible in the gross income of the Beneficiary or Successor prior to the taxable year in which such amounts would, but for this Section 4, otherwise actually be distributed or made available to the Beneficiary or Successor by the Trustee, then the Trustee shall, if the Corporation is not then Insolvent and there are sufficient assets of the Trust, promptly make a distribution to the Beneficiary or Successor, which, after taking into account any Federal, state, and local income tax consequences of the special distribution itself, is equal to the sum of any Federal, state, and local income taxes, interest due thereon, and penalties assessed with respect thereto that are attributable to amounts that are so includible in the gross income of the Beneficiary or Successor. In order to make the foregoing determination, the Trustee may, in its sole discretion, consult with independent legal counsel and in accordance with Section 9(c) shall incur no liability in acting or refraining fro...
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Special Tax Distributions. Notwithstanding any other provisions of this Agreement to the contrary, within ninety (90) days following the end of each Fiscal Year, to the extent of available cash, the Company shall make a distribution of cash (a “Tax Distribution”) to each Member in an amount equal to the Presumed Tax Liability of each Member. As used herein, the term “Presumed Tax Liability” means for each Member for each Fiscal Year an amount equal to the product of (a) the amount of taxable income (in computing taxable income any items required to be separately stated under §703 of the Code shall be included in taxable income) allocated to such Members for the applicable Fiscal Year, and (b) the highest marginal tax rate on net income (excluding interest and penalties) imposed on individuals under applicable state and federal tax laws for the applicable Fiscal Year. To the extent that available cash is not sufficient to make a Tax Distribution of the Presumed Tax Liability for all Members, the available cash shall be distributed proportionately based on the Presumed Tax Liability of each Member.
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Special Tax Distributions. To the extent that the Distribution priorities set forth in Section 4.2 do not provide cumulative Distributions to any Partner as of the end of any Fiscal Year in an amount at least equal to the aggregate federal, state and local taxes that would (based on the assumptions below) be deemed to be payable by such Partner on the cumulative taxable income of the Partnership allocated to the l Partner and other payments, as of the end of such Fiscal Year (determined by assuming that the Partner is an individual subject to the highest marginal rate of federal, state and local taxation applicable to individuals residing in New York, New York or San Francisco, California, whichever is higher, and taking into account the character of income allocated to the Partner (including income required to be taxed as ordinary income when received by a Partner, self-employment taxes, and tax under Code Section 1411) and the deductibility of state and local taxes for federal tax purposes (to the extent such state and local taxes are deductible) and any loss limitations contained in Code Section 470 restricting the ability to deduct Partnership losses or deductions allocated to the General Partner) (a “Tax Distribution Amount”, if to a Limited Partner, and the “Carried Interest Tax Liability” with respect to the
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Special Tax Distributions. Notwithstanding any other provision of this Section 3.12, if any Member has net taxable income for federal income tax purposes for any taxable year of the Company, then the Company shall first distribute (i) in the case of any Class A Member or Class B Member, out of proceeds arising from or assets attributable to all sources other than Southwest II and (ii) in the case of any Class C Member out of proceeds arising from or assets attributable to Southwest II, at least an amount of cash (a "Tax PARENT LLC Distribution") to each such Member which, when combined with all other distributions to such Member in the current and all preceding taxable years of the Company, equals the product of (A) the highest combined federal, state and local income tax rate applicable to a resident of New York City at the time of such Tax Distribution (assuming the full deductibility for federal tax purposes of any state and local income taxes) and (B) the excess, if any, of (i) the aggregate net taxable income allocated to such Member under this Agreement in the current and all preceding taxable years of the Company over (ii) the aggregate net taxable loss allocated to such Member under this Agreement in all preceding taxable years of the Company.
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Special Tax Distributions. Notwithstanding any other provision of this Section 3.10, if the Company has net taxable income for federal income tax purposes for any taxable year of the Company, then the Company shall first distribute at least an amount of cash (a "Tax Distribution") to each Member which, when combined with all other distributions to such Member in the current and all preceding taxable years of the Company, equals the product of (A) the highest combined federal, state and local income tax rate applicable to a resident of New York City at the time of such Tax Distribution (assuming the full deductibility for federal tax purposes of any state and local income taxes) and (B) the excess, if any, of (i) the aggregate net taxable income allocated to such Member under this Agreement in the current and all preceding taxable years of the Company over (ii) the aggregate net taxable loss allocated to such Member under this Agreement in all preceding taxable years of the Company.
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Special Tax Distributions. To the extent determined by the Members, in their discretion, to be lawful and not detrimental to the future operation of the Company, the Company shall distribute, or have distributed, to each Member during the Company’s tax year, or within ninety (90) calendar days thereafter, an amount determined in relation to the net of the taxable income (over losses) reported to such Member on the Internal Revenue Service Form K-1 (or similar future form) furnished to the Member, less any applicable deductions reported on such form (hereinafter referred to as a “Tax Distribution”). Such Tax Distribution shall be charged to the Member’s Capital Account as with any other distribution.
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Related to Special Tax Distributions

  • 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.

  • Interim Distributions At such times as may be determined by it in its sole discretion, the Trustee shall distribute, or cause to be distributed, to the Beneficiaries, in proportion to the number of Trust Units held by each Beneficiary relating to the Trust, such cash or other property comprising a portion of the Trust Assets as the Trustee may in its sole discretion determine may be distributed without detriment to the conservation and protection of the Trust Assets in the Trust.

  • Cash Distributions Whenever the Depositary receives confirmation from the Custodian of the receipt of any cash dividend or other cash distribution on any Deposited Securities, or receives proceeds from the sale of any Deposited Securities or any other entitlements held in respect of Deposited Securities under the terms hereof, the Depositary will (i) if at the time of receipt thereof any amounts received in a Foreign Currency can in the judgment of the Depositary (pursuant to Section 4.8) be converted on a practicable basis into Dollars transferable to the United States, promptly convert or cause to be converted such cash dividend, distribution or proceeds into Dollars (on the terms described in Section 4.8), (ii) if applicable, establish the ADS Record Date upon the terms described in Section 4.9, and (iii) distribute promptly the amount thus received (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld) to the Holders entitled thereto as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent, and any balance not so distributed shall be held by the Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution to Holders of ADSs outstanding at the time of the next distribution. If the Company, the Custodian or the Depositary is required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxes, duties or other governmental charges, the amount distributed to Holders on the ADSs representing such Deposited Securities shall be reduced accordingly. Such withheld amounts shall be forwarded by the Company, the Custodian or the Depositary to the relevant governmental authority. Evidence of payment thereof by the Company shall be forwarded by the Company to the Depositary upon request.

  • Special Distributions In case the Company shall fix a record date for the making of a distribution to all holders of shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) or evidences of indebtedness or assets (other than dividends and distributions referred to in Sections 4(c) and 4(d) above and other than cash dividends) or of subscription rights, options, warrants, or exchangeable or convertible securities containing the right to subscribe for or purchase shares of any class of equity securities of the Company (excluding those referred to in Section 4(e) above), the Warrant Price to be in effect on and after such record date shall be adjusted by multiplying the Warrant Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the fair market value per share of Common Stock on such record date, less the fair value (as determined by the Board of Directors of the Company in good faith as set forth in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights, options, warrants, or exchangeable or convertible securities applicable to one (1) share of the Common Stock outstanding as of such record date, and (ii) the denominator of which shall be such fair market value per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such record date had not been fixed, but such subsequent adjustment shall not affect the number of Warrant Shares issued upon any exercise of this Warrant prior to the date such subsequent adjustment was made.

  • Non-Cash Distributions If the Security Agent or any other Secured Party receives a distribution in a form other than in cash in respect of any of the Liabilities, the Liabilities will not be reduced by that distribution until and except to the extent that the realisation proceeds are actually applied towards the Liabilities.

  • Residual Distributions If the Liquidation Preference has been paid in full to all holders of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Issuer ranking equally with Designated Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Issuer shall be entitled to receive all remaining assets of the Issuer (or proceeds thereof) according to their respective rights and preferences.

  • Allocations The profits and losses of the Company shall be allocated to the Members in accordance with their Percentage Interests from time to time.

  • Distributions to Members Section 9.1

  • Distributions Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

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