Common use of Tax Distribution Clause in Contracts

Tax Distribution. To the extent Distributable Funds are available (taking into account any debt agreements to which the Partnership is subject), the Partnership shall distribute to JVP and Starwood, after the end of each Fiscal Year and prior to April 15 of the subsequent Fiscal Year, an amount (“Tax Distribution”) equal to the product of (x) the excess of (i) the net taxable income allocated by the Partnership to such Partner for such Fiscal Year over (ii) the net taxable loss allocated by the Partnership to such Partner in all prior Fiscal Years to the extent such net taxable losses have not already been taken into account under this Section 6.3 in calculating Tax Distributions in prior Fiscal Years, multiplied by (y) the maximum combined federal and state income and capital gains tax rate applicable to individuals resident in California, taking into account the deduction from federal taxable income for state taxes and the availability of reduced income tax rates applicable to net capital gain allocable by the Partnership to such Partner for such Fiscal Year, as determined by the General Partner; provided, however, that for purposes of calculating any Tax Distribution to Starwood, allocations attributable to Rental Pool Assets pursuant to Section 7.2(g) shall be disregarded. To the extent that such Tax Distributions increase the total amount of distributions beyond the amount to which a Partner would be entitled under this Section 6 in the absence of this Section 6.3, the excess amount of such distributions shall be considered a prepayment of future distributions (e.g., Management Incentive Distributions) allocable and made to such Partner for all purposes of this Agreement. Tax Distributions, if made, shall be made prior to a distribution of Distributable Funds pursuant to Section 6.1; provided, however, that for purposes of determining the Tax Distributions for a Fiscal Year, the excess of (i) the amount of aggregate distributions pursuant to Section 6.1 for all prior Fiscal Years over (ii) the aggregate Tax Distributions for all prior Fiscal Years of the Partnership shall be treated as a distribution in such Fiscal Year. If the amount of available funds is insufficient to make the full amount of the Tax Distribution pursuant to this Section 6.3, such distributions shall be made to JVP and Starwood pro rata in proportion to the amounts otherwise available to be distributed to such Partners pursuant to this Section 6.3.

Tax Distribution. To the extent Distributable Funds are available (taking into account any debt agreements to which the Partnership cash is subject)available, the Partnership Members shall distribute be entitled to JVP receive cash distributions for each taxable year in amounts sufficient to enable each Member to discharge any federal, state and Starwoodlocal tax liability for such taxable year or, after if applicable, prior years (excluding penalties and interest) arising as a result of their interest in the end of Company, determined by assuming the applicability to each Fiscal Year and prior to April 15 Member of the subsequent Fiscal Yearhighest combined effective marginal federal, an amount state and local income tax rates for any Person actually obligated to report on any tax returns income derived from the Company; the Company shall provide quarterly estimates to each Member of such Member’s tax liability arising as a result of its interest in the Company. To the extent distributions otherwise payable to a Member pursuant to Section 7.1 are insufficient to cover such tax liabilities, the Company shall make cash distributions (the “Tax DistributionDistributions”) equal in amounts that, when added to the product cash distributions otherwise payable, shall equal such tax liability. The amount of (x) the excess of such tax liability shall be calculated (i) the net taxable income allocated by the Partnership to such Partner for such Fiscal Year over (ii) the net taxable loss allocated by the Partnership to such Partner in all prior Fiscal Years to the extent such net taxable losses have not already been taken into account under this Section 6.3 in calculating Tax Distributions in prior Fiscal Years, multiplied by (y) the maximum combined federal and state income and capital gains tax rate applicable to individuals resident in California, taking into account the deduction from deductibility of state and local income taxes for United States federal income tax purposes, and (ii) taking into account the amount of net cumulative tax loss allocated to such Member in prior fiscal years (but after the date hereof) and not used in prior fiscal years (but after the date hereof) to reduce taxable income for state taxes and the availability purpose of reduced making distributions under this Section 7.2 (based on the assumption that taxable income or tax rates applicable loss from the Company is each Member’s only taxable income or tax loss). Tax Distributions shall be treated as advances against distributions to net capital gain allocable by the Partnership to such Partner for such Fiscal Year, as determined by the General Partner; provided, however, that for purposes of calculating any Tax Distribution to Starwood, allocations attributable to Rental Pool Assets Members pursuant to Section 7.2(g) shall be disregarded7.1. To the extent that such Tax Distributions increase the total amount of distributions beyond the amount to which a Partner would be entitled under this Section 6 7.2 results in distributions other than in the absence of this ratio required by Section 6.37.1, the excess amount first distributions of such distributions shall be considered a prepayment of future distributions (e.g.net cash, Management Incentive Distributions) allocable and securities or other property that are not made pursuant to such Partner for all purposes of this Agreement. Tax Distributions, if made, Section 7.2 shall be made prior so as to a distribution of Distributable Funds pursuant to Section 6.1; provided, however, that for purposes of determining cause the Tax Distributions for a Fiscal Year, the excess of (i) the amount of aggregate distributions pursuant to Section 6.1 for all prior Fiscal Years over (ii) the aggregate Tax Distributions for all prior Fiscal Years of the Partnership shall be treated as a distribution in such Fiscal Year. If the amount of available funds is insufficient to make the full amount of the Tax Distribution 7.1, including those made pursuant to this Section 6.37.2, such distributions shall be made to JVP and Starwood pro rata be, as nearly as possible, in proportion to the amounts otherwise available to be distributed to such Partners pursuant to this ratio required by Section 6.37.1.

Tax Distribution. To the extent Distributable Funds are available for each New Acquisition Tranche and/or the Legacy Acquisitions, as applicable (taking into account any debt agreements to which the Partnership is subject), the Partnership shall distribute to JVP and Starwood, after the end of each Fiscal Year and prior to April 15 of the subsequent Fiscal Year, an amount (“Tax Distribution”) (which amount shall be allocated to each New Acquisition Tranche and/or Legacy Acquisitions, as applicable) equal to the product of (x) the excess of (i) the net taxable income allocated by the Partnership to such Partner for such Fiscal Year over (ii) the net taxable loss allocated by the Partnership to such Partner in all prior Fiscal Years to the extent such net taxable losses have not already been taken into account under this Section 6.3 in calculating Tax Distributions in prior Fiscal Years, multiplied by (y) the maximum combined federal and state income and capital gains tax rate applicable to individuals resident in California, taking into account the deduction from federal taxable income for state taxes and the availability of reduced income tax rates applicable to net capital gain allocable by the Partnership to such Partner for such Fiscal Year, as determined by the General Partner; provided, however, that for purposes of calculating any Tax Distribution to Starwood, allocations attributable to Rental Pool Assets pursuant to Section 7.2(g) shall be disregarded. To the extent that such Tax Distributions increase the total amount of distributions beyond the amount to which a Partner would be entitled under this Section 6 in the absence of this Section 6.3, the excess amount of such distributions shall be considered a prepayment of future distributions (e.g., Management Incentive Distributions) allocable and made to such Partner for all purposes of this Agreement. Tax Distributions, if made, shall be made prior to a distribution of Distributable Funds pursuant to Section 6.1; provided, however, that for purposes of determining the Tax Distributions for a Fiscal Year, the excess of (i) the amount of aggregate distributions pursuant to Section 6.1 for all prior Fiscal Years over (ii) the aggregate Tax Distributions for all prior Fiscal Years of the Partnership shall be treated as a distribution in such Fiscal Year. If the amount of available funds is insufficient to make the full amount of the Tax Distribution pursuant to this Section 6.3, such distributions shall be made to JVP and Starwood pro rata in proportion to the amounts otherwise available to be distributed to such Partners pursuant to this Section 6.3.