Tax Distributions — General Sample Clauses

Tax Distributions — General. In the sole discretion of the Manager and subject to 7.3.3 and 7.3.4, the Company may elect to distribute to each Member in cash, with respect to each fiscal year, either during such year or within 90 days thereafter, an amount (a “Tax Distribution”) equal to the aggregate federal, state and local income tax liability such Member would have incurred as a result of such Member’s ownership of an interest in the Company, determined as follows: (a) For each fiscal year of the Company, the Manager shall identify a jurisdiction (the “Designated Jurisdiction”) (i) in which the Company or any direct or indirect beneficial owner of any equity interest in the Company is subject to income tax on such person’s direct or indirect allocable share of income of the Company for the fiscal year with respect to which the Tax Distribution is made, and (ii) that the Manager determines in his reasonable discretion would impose, for the fiscal year with respect to which the Tax Distribution is made, the highest effective combined federal, state and local rate of taxation on the income of the Company if the Company were a natural person resident in such jurisdiction and all taxes were imposed at the highest effective marginal rate; and (b) The Tax Distribution of any Member for a fiscal year shall be the amount of the combined federal, state and local income tax that would be payable by such Member for such fiscal year: (i) assuming such Member was a natural person resident in the Designated Jurisdiction for such year, (ii) assuming that all taxes were imposed at the highest effective marginal rate of taxation applicable in the Designated Jurisdiction, (iii) assuming the Member’s only income for the fiscal year was such Member’s allocable share of the income of the Company, (iv) taking into account the character of income (e.g., as ordinary income, short-term capital gain or long-term capital gain), (v) taking into account any allowable federal income tax deduction or credit for state and local taxes (subject to any limitations the Manager believes in good faith are likely to apply), (vi) without taking into account the carryover of any items of loss, deduction or expense previously allocated by the Company to such Member, (vii) disregarding any deduction or credit if the Manager believes in good faith such deduction or credit likely would not be of benefit to a taxpayer that is a natural person, and (viii) using such other reasonable assumptions as the Manager may in good faith ...

Tax Distributions — General. Except as provided in 7.3.2, the Partnership shall distribute to each Partner in cash, with respect to each fiscal year, either during such year or within 90 days thereafter, such amount of cash (a “Tax Distribution”) as is equal in value to the aggregate federal, state and local income tax liability such Partner would have incurred as a result of such Partner’s ownership of an interest in the Partnership, determined: (a) As if such Partner were a natural person resident in a jurisdiction in which any member of the General Partner then resides and which imposes, for the fiscal year with respect to which the Tax Distribution is made, the highest state and local taxes on any such member’s income attributable to the Partnership, as determined and designated by the General Partner from time to time; (b) As if such Partner were subject to tax at the highest marginal rates provided under applicable federal, state and local income tax laws, taking into account the character of income or gain and any allowable federal income tax deduction for state and local taxes, as if such Partner were not entitled to deduct any expenses that are deductible by an individual only under Section 212 of the Code, and using such other reasonable assumptions as the General Partner may determine; (c) Taking into account any carryovers of Partnership capital losses for prior years (but not other losses) to the extent such losses would be deductible in determining such Partner’s tax liability for such year, determined by taking into account only such Partner’s items of income, gain, loss and deduction attributable to the Partnership; (d) Tax Distributions to the General Partner shall be calculated as if the General Partner held two separate interests in the Partnership—one relating to its Carried Interest and the other relating to the balance of its interest in the Partnership—so that the portion (if any) of a Tax Distribution calculated with respect to the General Partner’s Carried Interest shall be determined solely by reference to allocations by the Partnership to the General Partner in respect of such interest, and the portion (if any) of a Tax Distribution calculated with respect to the General Partner’s interest in the Partnership other than its Carried Interest shall be determined solely by reference to all allocations by the Partnership to the General Partner other than allocations in respect of its Carried Interest. For clarity, the same tax status, tax rates, hypothetical dedu...