Common use of Tax Distributions Clause in Contracts

Tax Distributions. (i) Notwithstanding any other provision of this Section 5.03 to the contrary, to the extent permitted by Applicable Law and consistent with the Company’s obligations to its creditors as reasonably determined by the Managing Member, the Company shall make cash distributions by wire transfer of immediately available funds pursuant to this Section 5.03(e)(i) to each Member with respect to its Units at least two (2) Business Days prior to the date on which any U.S. federal corporate estimated tax payments are due, in an amount equal to such Member’s Tax Distribution Amount, if any; provided that the Managing Member shall have no liability to any Member in connection with any underpayment of estimated taxes, so long as cash distributions are made in accordance with this Section 5.03(e)(i) and the Tax Distribution Amounts are determined as provided in paragraph (i) of the definition of Tax Distribution Amount. (ii) On any date that the Company makes a distribution to the Members with respect to their Units under a provision of Section 5.03 other than this Section 5.03(e), if the Tax Distribution Amount is greater than zero, the Company shall designate all or a portion of such distribution as a Tax Distribution with respect to a Member’s Units to the extent of the Tax Distribution Amount with respect to such Member’s Units as of such date (but not to exceed the amount of such distribution). For the avoidance of doubt, such designation shall be performed with respect to all Members with respect to which there is a Tax Distribution Amount as of such date. (iii) Notwithstanding any other provision of this Section 5.03 to the contrary, if the Tax Distribution Amount for such Fiscal Year is greater than zero, to the extent permitted by Applicable Law and consistent with the Company’s obligations to its creditors as reasonably determined by the Managing Member, the Company shall make additional distributions under this Section 5.03(e)(iii) to the extent of such Tax Distribution Amount for such Fiscal Year as soon as reasonably practicable after the end of such Fiscal Year (or as soon as reasonably practicable after any event that subsequently adjusts the taxable income of such Fiscal Year). (iv) Under no circumstances shall Tax Distributions reduce the amount otherwise distributable to any Member pursuant to this Section 5.03 (other than this Section 5.03(e)) after taking into account the effect of Tax Distributions on the amount of cash or other assets available for distribution by the Company. (v) For the avoidance of doubt, Tax Distributions shall be made to all Members on a pro rata basis in accordance with their Percentage Interests, notwithstanding the differing amount of tax liabilities of such Members.

Appears in 9 contracts

Samples: Limited Liability Company Agreement (BRP Group, Inc.), Limited Liability Company Agreement (BRP Group, Inc.), Reorganization Agreement (BRP Group, Inc.)

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Tax Distributions. (i) Notwithstanding any other provision of this Section 5.03 to the contrary, to the extent permitted by Applicable Law and consistent with the Company’s obligations to its creditors as reasonably determined by the Managing Member, the Company shall make cash distributions by wire transfer of immediately available funds pursuant to this Section 5.03(e)(i) to each Member the Members with respect to its their Units in proportion to their respective Percentage Interests at least two (2) Business Days prior to the date on which any U.S. federal corporate estimated tax payments are due, in an amount equal that in the Managing Member’s discretion allows each Member to satisfy its tax liability with respect to its Units, up to such Member’s Tax Distribution Amount, if any; provided that the Managing Member shall have no liability to any Member in connection with any underpayment of estimated taxes, so long as cash distributions are made in accordance with this Section 5.03(e)(i) and the Tax Distribution Amounts are determined as provided in paragraph (i) of the definition of Tax Distribution Amount. (ii) On any date that the Company makes a distribution to the Members with respect to their Units under a provision of Section 5.03 other than this Section 5.03(e), if the Tax Distribution Amount is greater than zero, the Company shall designate all or a portion of such distribution as a Tax Distribution with respect to a Member’s Units to the extent of the Tax Distribution Amount with respect to such Member’s Units as of such date (but not to exceed the amount of such distribution). For the avoidance of doubt, such designation shall be performed with respect to all Members with respect to which there is a Tax Distribution Amount as of such date. (iii) Notwithstanding any other provision of this Section 5.03 to the contrary, if the Tax Distribution Amount for such Fiscal Year is greater than zero, to the extent permitted by Applicable Law and consistent with the Company’s obligations to its creditors as reasonably determined by the Managing Member, the Company shall make additional distributions under this Section 5.03(e)(iii) in an amount that in the Managing Member’s discretion allows each Member to satisfy its tax liability with respect to the extent of Units, up to such Tax Distribution Amount for such Fiscal Year as soon as reasonably practicable after the end of such Fiscal Year (or as soon as reasonably practicable after any event that subsequently adjusts the taxable income of such Fiscal Year). (iv) Under no circumstances shall Tax Distributions reduce the amount otherwise distributable to any Member pursuant to this Section 5.03 (other than this Section 5.03(e)) after taking into account the effect of Tax Distributions on the amount of cash or other assets available for distribution by the Company. (v) For the avoidance of doubt, Tax Distributions shall be made to all Members on a pro rata basis in accordance with their Percentage Interests, notwithstanding the differing amount of tax liabilities of such Members.

Appears in 6 contracts

Samples: Operating Agreement (Rocket Companies, Inc.), Operating Agreement (Clear Secure, Inc.), Operating Agreement (Clear Secure, Inc.)

Tax Distributions. (i) Notwithstanding any other provision of this Section 5.03 to the contrary, to the extent permitted by Applicable Law and consistent with the Company’s obligations to its creditors as reasonably determined by the Managing Member, the Company shall make cash distributions by wire transfer of immediately available funds pursuant to this Section 5.03(e)(i) to each Member with respect to its Units at least two (2) Business Days prior to the date on which any U.S. federal corporate estimated tax payments are due, in an amount equal to such Member’s Tax Distribution Amount, if any; provided that the Managing Member shall have no liability to any Member in connection with any underpayment of estimated taxes, so long as cash distributions are made in accordance with this Section 5.03(e)(i) and the Tax Distribution Amounts are determined as provided in paragraph (i) of the definition of Tax Distribution Amount. (ii) On any date that the Company makes a distribution to the Members with respect to their Units under a provision of Section 5.03 other than this Section 5.03(e), if the Tax Distribution Amount is greater than zero, the Company shall designate all or a portion of such distribution as a Tax Distribution with respect to a Member’s Units to the extent of the Tax Distribution Amount with respect to such Member’s Units as of such date (but not to exceed the amount of such distribution). For the avoidance of doubt, such designation shall be performed with respect to all Members with respect to which there is a Tax Distribution Amount as of such date. (iii) Notwithstanding any other provision of this Section 5.03 to the contrary, if the Tax Distribution Amount for such Fiscal Year is greater than zero, to the extent permitted by Applicable Law and consistent with the Company’s obligations to its creditors as reasonably determined by the Managing Member, the Company shall make additional distributions under this Section 5.03(e)(iii) to the extent of such Tax Distribution Amount for such Fiscal Year as soon as reasonably practicable after the end of such Fiscal Year (or as soon as reasonably practicable after any event that subsequently adjusts the taxable income of such Fiscal Year). (iv) Under no circumstances shall Tax Distributions reduce the amount otherwise distributable to any Member pursuant to this Section 5.03 (other than this Section 5.03(e)) after taking into account the effect of Tax Distributions on the amount of cash or other assets available for distribution by the Company. (v) For the avoidance of doubt, Tax Distributions shall be made to all Members on a pro rata basis in accordance with their Percentage Interests, notwithstanding the differing amount of tax liabilities of such Members.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Virtu Financial, Inc.), Limited Liability Company Agreement (Virtu Financial, Inc.), Limited Liability Company Agreement (Virtu Financial, Inc.)

Tax Distributions. (i) Notwithstanding any other provision of this Section 5.03 4.01(e) to the contrary, to the fullest extent permitted by Applicable applicable Law and consistent with the Company’s obligations to its creditors as reasonably determined by the Managing MemberManager, the Company shall make Distributions in cash distributions by wire transfer of immediately available funds pursuant to this Section 5.03(e)(i4.01(e)(i) to each Member the Members with respect to its their Units in proportion to their respective Percentage Interests at least two (2) Business Days prior to the date on which any U.S. federal corporate estimated tax payments are duedue for corporations or individuals (whichever is earlier), in an amount equal that in the Manager’s discretion allows each Member to satisfy its tax liability with respect to its Units, up to such Member’s Tax Distribution Amount, if any; provided that the Managing Member Manager shall have no liability to any Member in connection with any underpayment of estimated taxes, so long as Distributions in cash distributions are made in accordance with this Section 5.03(e)(i4.01(e)(i) and the Tax Distribution Amounts are determined as provided in paragraph (i) of the definition of Tax Distribution Amount. (ii) 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(e) shall, to the fullest extent permitted by applicable Law and consistent with the Company’s obligations to creditors, 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 as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled. (iii) On any date that the Company makes a distribution Distribution to the Members with respect to their Units under a provision of Section 5.03 4.01 other than this Section 5.03(e4.01(e), if the Tax Distribution Amount is greater than zero, the Company shall designate all or a portion of such distribution Distribution as a Tax Distribution with respect to a Member’s Units to the extent of the Tax Distribution Amount with respect to such Member’s Units as of such date (but not to exceed the amount of such distributionDistribution). For the avoidance of doubt, such designation shall be performed with respect to all Members with respect to which there is a Tax Distribution Amount as of such date. (iiiiv) Notwithstanding any other provision of this Section 5.03 4.01 to the contrary, if the Tax Distribution Amount for such Fiscal Year is greater than zero, to the fullest extent permitted by Applicable applicable Law and consistent with the Company’s obligations to its creditors as reasonably determined by the Managing MemberManager, the Company shall make additional distributions Distributions in cash under this Section 5.03(e)(iii4.01(e)(iv) in an amount that in the Manager’s discretion allows each Member to satisfy its tax liability with respect to the extent of Units, up to such Tax Distribution Amount for such Fiscal Year as soon as reasonably practicable after the end of such Fiscal Year (or as soon as reasonably practicable after any event that subsequently adjusts the taxable income of such Fiscal Year). (ivv) Under no circumstances shall Tax Distributions reduce the amount otherwise distributable to any Member pursuant to this Section 5.03 4.01 (other than this Section 5.03(e4.01(e)) after taking into account the effect of Tax Distributions on the amount of cash or other assets available for distribution Distribution by the Company. (v) For the avoidance of doubt, Tax Distributions shall be made to all Members on a pro rata basis in accordance with their Percentage Interests, notwithstanding the differing amount of tax liabilities of such Members.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Alvarium Tiedemann Holdings, Inc.), Limited Liability Company Agreement (Figdor Drew), Limited Liability Company Agreement (Tiedemann Michael)

Tax Distributions. (i) Notwithstanding any other provision of this Section 5.03 to the contrary, to the extent permitted by Applicable Law and consistent with the Company’s obligations to its creditors as reasonably determined by the Managing MemberBoard, the Company Company, subject to availability of sufficient cash, shall make quarterly cash distributions by wire transfer of immediately available funds pursuant to this Section 5.03(e)(i5.03(e) to each Economic Member pro rata, in accordance with respect to its Units the Member’s Economic Percentage Interest, at least two (2) Business Days prior to the date on which any U.S. federal corporate estimated tax payments are due, in until each Member has received an amount at least equal to such Member’s its Assumed Tax Distribution AmountLiability, if any, less the amounts previously distributed under Section 5.03 in the then-current taxable year (or portion thereof); provided that none of the Managing Member Company, the Board or any Manager, officer or employee of the Company shall have no any liability to any Member in connection with any underpayment of estimated taxes, so long as cash distributions are made in accordance with this Section 5.03(e)(i5.03(e) and the Assumed Tax Distribution Amounts are Liability is determined as provided in paragraph (i) of the definition of Assumed Tax Distribution Amount. (ii) On any date that the Company makes a distribution to the Members with respect to their Units under a provision of Section 5.03 other than this Section 5.03(e), if the Tax Distribution Amount is greater than zero, the Company shall designate all or a portion of such distribution as a Tax Distribution with respect to a Member’s Units to the extent of the Tax Distribution Amount with respect to such Member’s Units as of such date (but not to exceed the amount of such distribution)Liability. For the avoidance of doubt, such designation shall be performed with respect to all Members with respect to which there is a Tax Distribution Amount as of such date. (iii) Notwithstanding any other provision of this Section 5.03 to the contrary, if the Tax Distribution Amount for such Fiscal Year is greater than zero, to the extent permitted by Applicable Law and consistent with the Company’s obligations to its creditors as reasonably determined by the Managing Member, the Company shall make additional distributions under this Section 5.03(e)(iii) to the extent of such Tax Distribution Amount for such Fiscal Year as soon as reasonably practicable after the end of such Fiscal Year (or as soon as reasonably practicable after any event that subsequently adjusts the taxable income of such Fiscal Year). (iv) Under no circumstances shall Tax Distributions reduce the amount otherwise distributable to any Member pursuant to this Section 5.03 (other than this Section 5.03(e)) after taking into account the effect of Tax Distributions on the amount of cash or other assets available for distribution by the Company. (v) For the avoidance of doubt, Tax Distributions shall be made to all Members on a pro rata basis in accordance with their Economic Percentage Interests, notwithstanding the differing amount of actual tax liabilities of such Members. If, on a Tax Distribution date, 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, Tax Distributions pursuant to this Section 5.03(e) shall be made to the Members to the extent of available funds in proportion to the amounts that would be otherwise distributable under this Section 5.03(e), and the Company shall make future Tax Distributions as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Bellring Brands, Inc.), Limited Liability Company Agreement (Bellring Brands, Inc.)

Tax Distributions. (ia) Notwithstanding any other provision of this Section 5.03 Subject to the contrarylimitations set forth in any indenture or other credit, or other financing and warehousing or similar agreement governing indebtedness or other liabilities of the Company or any of its subsidiaries, no later than the tenth (10th) day following the end of each Quarterly Estimated Tax Period of each Fiscal Year, the Company shall, to the extent permitted by Applicable Law and consistent of available cash of the Company, make a distribution in cash (each, a “Tax Distribution”), pro rata in accordance with the Company’s obligations to its creditors as reasonably determined by the Managing Member, the Company shall make cash distributions by wire transfer of immediately available funds pursuant to this Section 5.03(e)(i) to each Member with respect to its Units at least two (2) Business Days prior to Percentage Interests in effect on the date on which any U.S. federal corporate estimated tax payments are dueof such Tax Distribution, in an amount equal to such Member’s Tax Distribution Amount, if any; provided that the Managing Member shall have no liability to any Member in connection with any underpayment excess of estimated taxes, so long as cash distributions are made in accordance with this Section 5.03(e)(i) and the Tax Distribution Amounts are determined as provided in paragraph (i) the product of (x) the taxable income of the definition Company attributable to such period and all prior quarterly periods in such Fiscal Year, based upon (I) the information returns filed by the Company, as amended or adjusted to date, and (II) estimated amounts, in the case of periods for which the Company has not yet filed information returns (determined by disregarding any adjustment to the taxable income of any Member that arises under Code section 743(b) and is attributable to the acquisition by such Member of an interest in the Company in a transaction described in Code section 743(a)), multiplied by (y) the Assumed Tax Distribution Amount. Rate, over (ii) On any date that the aggregate amount of distributions made by the Company makes a distribution to the Members with respect to their Units under a provision of Section 5.03 other than this Section 5.03(e), if the Tax Distribution Amount is greater than zero, the Company shall designate all or a portion of such distribution as a Tax Distribution with respect to a Member’s Units to the extent of the Tax Distribution Amount with respect to such Member’s Units as of such date Fiscal Year (but not to exceed the amount of such distribution). For the avoidance of doubt, such designation shall be performed treating any Tax Distribution made with respect to all Members income for such Fiscal Year, regardless of when made, and any distribution other than a Tax Distribution made during such Fiscal Year, as being made with respect to which there is a Tax Distribution Amount as of such date. (iii) Notwithstanding any other provision of this Section 5.03 to the contrary, if the Tax Distribution Amount for such Fiscal Year is greater than zero, to the extent permitted by Applicable Law and consistent with the Company’s obligations to its creditors as reasonably determined by the Managing Member, the Company shall make additional distributions under this Section 5.03(e)(iii) to the extent of such Tax Distribution Amount for such Fiscal Year as soon as reasonably practicable after the end of such Fiscal Year (or as soon as reasonably practicable after any event that subsequently adjusts the taxable income of such Fiscal Year). (ivb) Under no circumstances shall Tax Distributions reduce If, at any time after the amount otherwise distributable end of a U.S. federal income tax year of the Company, the Company has a True-Up Amount, then subject to the limitations set forth in any Member pursuant to this Section 5.03 (other than this Section 5.03(e)) after taking into account the effect of Tax Distributions on the amount of cash indenture or other assets credit, or other financing and warehousing or similar agreement governing indebtedness or other liabilities of the Company or any of its subsidiaries, the Company shall, to the extent of available for distribution by cash of the Company. (v) For , make a Tax Distribution in an amount equal to the avoidance of doubt, Tax Distributions shall be made to all Members on a True-Up Amount pro rata basis in accordance with their the Percentage Interests, notwithstanding Interests in effect on the differing amount of tax liabilities date of such MembersTax Distribution.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Red Rock Resorts, Inc.), Limited Liability Company Agreement (Red Rock Resorts, Inc.)

Tax Distributions. (i) Notwithstanding any other provision of this Section 5.03 to the contrary, to the extent permitted by Applicable Law and consistent with the Company’s obligations to its creditors as reasonably determined by the Managing Member, the Company shall make cash distributions by wire transfer of immediately available funds pursuant to this Section 5.03(e)(i) to each Member with respect to its Units at least two (2) Business Days prior to the date on which any U.S. federal corporate estimated tax payments are due, in an amount equal to such Member’s Tax Distribution Amount, if any; provided that the Managing Member shall have no liability to any Member in connection with any underpayment of estimated taxes, so long as cash distributions are made in accordance with this Section 5.03(e)(i) and the Tax Distribution Amounts are determined as provided in paragraph (i) of the definition of Tax Distribution Amount. (ii) On any date that the Company makes a distribution to the Members with respect to their Units under a provision of Section 5.03 other than Section 5.03(c) or this Section 5.03(e), if the Tax Distribution Amount is greater than zero, the Company shall designate all or a portion of such distribution as a Tax Distribution with respect to a Member’s Units to the extent of the Tax Distribution Amount with respect to such Member’s Units as of such date (but not to exceed the amount of such distribution). For the avoidance of doubt, such designation shall be performed with respect to all Members with respect to which there is a Tax Distribution Amount as of such date. (iii) Notwithstanding any other provision of this Section 5.03 to the contrary, if the Tax Distribution Amount for such Fiscal Year is greater than zero, to the extent permitted by Applicable Law and consistent with the Company’s obligations to its creditors as reasonably determined by the Managing Member, the Company shall make additional distributions under this Section 5.03(e)(iii) to the extent of such Tax Distribution Amount for such Fiscal Year as soon as reasonably practicable after the end of such Fiscal Year (or as soon as reasonably practicable after any event that subsequently adjusts the taxable income of such Fiscal Year). (iv) Under no circumstances shall Tax Distributions reduce the amount otherwise distributable to any Member pursuant to this Section 5.03 (other than this Section 5.03(e)) after taking into account the effect of Tax Distributions on the amount of cash or other assets available for distribution by the Company. (v) For Notwithstanding any other provision of this Section 5.03 to the avoidance of doubtcontrary, Tax Distributions shall be made to all Members on a pro rata basis in accordance with their Percentage Interests, notwithstanding the differing amount of tax liabilities of such Members, such that each Member receives at least its Tax Distribution Amount with respect to such Member’s Units as of the date the Tax Distribution is made. If on the date on which a Tax Distribution is to be made there are not sufficient available funds in the Company (or any of its Subsidiaries that are disregarded entities or partnerships for U.S. federal income tax purposes) to distribute the full amount of the relevant Tax Distributions otherwise to be made or any credit agreements or other debt documents to which the Company (or any of its Subsidiaries) is a party do not permit the Company to receive from its Subsidiaries or distribute to each Member the full amount of the Tax Distributions otherwise to be made to each such Member, distributions pursuant to this Section 5.03(e) shall be made to all Members on a pro rata basis in accordance with their Percentage Interests as of such date to the extent of the available funds.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Signify Health, Inc.), Limited Liability Company Agreement (Signify Health, Inc.)

Tax Distributions. (i) Notwithstanding any other provision of in this Section 5.03 Agreement to the contrary, to the extent permitted by Applicable Law and consistent with the Company’s obligations to its creditors as reasonably determined by the Managing Member, the Company shall use commercially reasonable efforts to make cash distributions by wire transfer to each Member, pro rata in accordance with Members’ respective Percentage Interests of immediately available funds Units on the applicable Company Record Date, in an amount equal to (i) an amount that is at least sufficient for each Member to pay the Annual Income Tax Liability attributable to such Member with respect to the portion of the applicable Taxable Year that has elapsed as of the date of such distribution minus (ii) the sum of all distributions previously made pursuant to this Section 5.03(e)(i) to each Member 4.2 with respect to its the Units held by such Member as of the applicable Company Record Date with respect to such Taxable Year. All distributions made to Members pursuant to this Section 4.2 shall be treated as advance distributions and shall be taken into account in determining the amount subsequently distributed to Members under Section 4.1. The amounts distributable pursuant to this Section 4.2 shall be calculated and distributed (a) quarterly, on an estimated basis, with respect to the portion of the Taxable Year through the end of such quarterly period, at least two five (25) Business Days days prior to the date on which any U.S. federal corporate estimated tax payments are duedue for such quarter, in an amount equal to such Member’s Tax Distribution Amount, if any; provided that the Managing Member shall have no liability to any Member in connection with any underpayment of estimated taxes, so long as cash distributions are made in accordance with this Section 5.03(e)(ior (b) and the Tax Distribution Amounts are determined as provided in paragraph (i) of the definition of Tax Distribution Amount. (ii) On any date that the Company makes a distribution to the Members with respect to their Units under a provision of Section 5.03 other than this Section 5.03(e)each Taxable Year, if the Tax Distribution Amount is greater than zero, the Company shall designate all or a portion of such distribution as a Tax Distribution with respect to a Member’s Units to the extent of the Tax Distribution Amount with respect to such Member’s Units as of such date (but not to exceed the amount of such distribution). For the avoidance of doubt, such designation shall be performed with respect to all Members with respect to which there is a Tax Distribution Amount as of such date. (iii) Notwithstanding any other provision of this Section 5.03 to the contrary, if the Tax Distribution Amount for such Fiscal Year is greater than zero, to the extent permitted by Applicable Law and consistent with the Company’s obligations to its creditors as reasonably determined by the Managing Member, the Company shall make additional distributions under this Section 5.03(e)(iii) to the extent of such Tax Distribution Amount for such Fiscal Year as soon as reasonably practicable after the end of such Fiscal Taxable Year (or as soon as reasonably practicable after any event that subsequently adjusts the taxable income of such Fiscal Taxable Year). (iv) Under no circumstances , provided, however, that the Company shall Tax Distributions reduce the amount otherwise distributable use commercially reasonable efforts to make any Member distribution pursuant to this Section 5.03 (other than this Section 5.03(e)) after taking into account the effect of Tax Distributions on the amount of cash or other assets available for distribution by the Company. (v) For the avoidance of doubt, Tax Distributions shall be made 4.2 with respect to all Members a particular quarter on a pro rata basis in accordance with their Percentage Interestsdate that is at least three (3) business days prior to the Specified Redemption Date for such quarter, notwithstanding the differing amount of tax liabilities of such Membersif applicable.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (SmileDirectClub, Inc.), Limited Liability Company Agreement (SmileDirectClub, Inc.)

Tax Distributions. (i) Notwithstanding any other provision of this Section 5.03 to the contrary, to the extent permitted by Applicable Law and consistent with the Company’s obligations to its creditors as reasonably determined by the Managing Member, the Company shall make cash distributions by wire transfer of immediately available funds pursuant to this Section 5.03(e)(i) to each Nonvoting Member with respect to its Nonvoting Common Units at least two (2) Business Days prior to the date on which any U.S. federal corporate estimated tax payments are due, in an amount equal to such Nonvoting Member’s Tax Distribution Amount, if any; provided that the Managing Member shall have no liability to any Member in connection with any underpayment of estimated taxes, so long as cash distributions are made in accordance with this Section 5.03(e)(i) and the Tax Distribution Amounts are determined as provided in paragraph (i) of the definition of Tax Distribution Amount. (ii) On any date that the Company makes a distribution to the Members with respect to their Nonvoting Common Units under a provision of Section 5.03 other than this Section 5.03(e), if the Tax Distribution Amount is greater than zero, the Company shall designate all or a portion of such distribution as a Tax Distribution with respect to a Member’s Nonvoting Common Units to the extent of the Tax Distribution Amount with respect to such Member’s Nonvoting Common Units as of such date (but not to exceed the amount of such distribution). For the avoidance of doubt, such designation shall be performed with respect to all Members with respect to which there is a Tax Distribution Amount as of such date. (iii) Notwithstanding any other provision of this Section 5.03 to the contrary, if the Tax Distribution Amount for such Fiscal Year is greater than zero, to the extent permitted by Applicable Law and consistent with the Company’s obligations to its creditors as reasonably determined by the Managing Member, the Company shall make additional distributions under this Section 5.03(e)(iii) to the extent of such Tax Distribution Amount for such Fiscal Year as soon as reasonably practicable after the end of such Fiscal Year (or as soon as reasonably practicable after any event that subsequently adjusts the taxable income of such Fiscal Year). (iv) Under no circumstances shall Tax Distributions reduce the amount otherwise distributable to any Member pursuant to this Section 5.03 (other than this Section 5.03(e)) after taking into account the effect of Tax Distributions on the amount of cash or other assets available for distribution by the Company. (v) For the avoidance of doubt, Tax Distributions shall be made to all Members on a pro rata basis in accordance with their Percentage Interests, notwithstanding the differing amount of tax liabilities of such Members.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (vTv Therapeutics Inc.), Limited Liability Company Agreement (vTv Therapeutics Inc.)

Tax Distributions. (i) Notwithstanding any other provision of this Section 5.03 to the contrary, to the extent permitted by Applicable Law and consistent with the Company’s obligations to its creditors as reasonably determined by the Managing Member, the Company shall make cash distributions by wire transfer of immediately available funds pursuant to this Section 5.03(e)(i) to each Member with respect to its Units at least two (2) Business Days prior to the date on which any U.S. federal corporate estimated tax payments are due, in an amount equal to such Member’s Tax Distribution Amount, if any; provided that the Managing Member shall have no liability to any Member in connection with any underpayment of estimated taxes, so long as cash distributions are made in accordance with this Section 5.03(e)(i) and the Tax Distribution Amounts are determined as provided in paragraph (i) of the definition of Tax Distribution Amount. (ii) On any date that the Company makes a distribution to the Members with respect to their Units under a provision of Section 5.03 other than this Section 5.03(e), if the Tax Distribution Amount is greater than zero, the Company shall designate all or a portion of such distribution as a Tax Distribution with respect to a Member’s Units to the extent of the Tax Distribution Amount with respect to such Member’s Units as of such date (but not to exceed the amount of such distribution). For the avoidance of doubt, such designation shall be performed with respect to all Members with respect to which there is a Tax Distribution Amount as of such date. (iii) Notwithstanding any other provision of this Section 5.03 to the contrary, if the Tax Distribution Amount for such Fiscal Year is greater than zero, to the extent permitted by Applicable Law and consistent with the Company’s obligations to its creditors as reasonably determined by the Managing Member, the Company shall make additional distributions under this Section 5.03(e)(iii) to the extent of such Tax Distribution Amount for such Fiscal Year as soon as reasonably practicable after the end of such Fiscal Year (or as soon as reasonably practicable after any event that subsequently adjusts the taxable income of such Fiscal Year). (iv) Under no circumstances shall Tax Distributions reduce the amount otherwise distributable to any Member pursuant to this Section 5.03 (other than this Section 5.03(e)) after taking into account the effect of Tax Distributions on the amount of cash or other assets available for distribution by the Company. (v) For the avoidance of doubt, Tax Distributions shall be made to all Members on a pro rata basis in accordance with their Percentage Interests, notwithstanding the differing amount of tax liabilities of such Members.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (TWFG, Inc.), Limited Liability Company Agreement (TWFG, Inc.)

Tax Distributions. (i) Notwithstanding any other provision of this Section 5.03 herein to the contrary, to so long as the extent permitted by Applicable Law and consistent with the Company’s obligations to its creditors Company is treated as reasonably determined by the Managing Membera partnership for federal income tax purposes, the Company shall shall, subject to having cash available after taking into account reserves as determined in the good faith discretion of the Board, make quarterly advance cash distributions by wire transfer of immediately available funds pursuant to this Section 5.03(e)(i) to each Member with respect to its Units at least two (2) Business Days prior to the date on which any U.S. federal corporate estimated tax payments are due, Partner in an amount equal to the Partner’s Quarterly Estimated Tax Amount for such Memberquarter (“Tax Distributions”), and the Board shall use commercially reasonable efforts to cause such Tax Distributions to be made at least five (5) days before estimated U.S. federal income tax payments for individuals are due. If, on the date of a quarterly estimated distribution, the cash available to the Company (as determined in the good faith discretion of the Board) is not sufficient to distribute to each Partner the full amount of such Partner’s Tax Distribution Amount, if any; provided that the Managing Member shall have no liability to any Member in connection with any underpayment of estimated taxes, so long as cash distributions are made in accordance with would otherwise be required under this Section 5.03(e)(i2.4, then (A) and the Tax Distribution Amounts are determined as provided in paragraph (i) of the definition of Tax Distribution Amount. (ii) On any date that distributions shall be made by the Company makes a distribution to the Members with respect Partners pursuant to their Units under a provision of Section 5.03 other than this Section 5.03(e), if the Tax Distribution Amount is greater than zero, the Company shall designate all or a portion of such distribution as a Tax Distribution with respect to a Member’s Units 2.4 to the extent of the cash so available in proportion to the amounts that would have been distributed to each Partner pursuant to this Section 2.4 if there had been a sufficient amount of cash available to the Company to make such Tax Distribution Amount with respect to such Member’s Units as of such date in full, (but not to exceed the amount of such distribution). For the avoidance of doubt, such designation shall be performed with respect to all Members with respect to which there is a Tax Distribution Amount as of such date. (iiiB) Notwithstanding any other provision of this Section 5.03 to the contrary, if the Tax Distribution Amount for such Fiscal Year is greater than zero, to the extent permitted by Applicable Law and consistent with the Company’s obligations to its creditors as reasonably determined by the Managing Member, the Company shall make additional future distributions under this Section 5.03(e)(iii) to the extent of such Tax Distribution Amount for such Fiscal Year as soon as reasonably practicable following the date on which there exists an amount of cash available to the Company after taking into account reserves as determined in the end good faith discretion of the Board sufficient to pay the remaining portion of such Fiscal Year Partner’s required Tax Distribution and (or as soon as reasonably practicable after C) the Company shall not, until the remaining portion of each such Partner’s required Tax Distribution is so distributed, make a Distribution other than pursuant to this sentence. The Company shall make commercially reasonable efforts to ensure that any event that subsequently adjusts the taxable income of such Fiscal Year). (iv) Under no circumstances shall financing documents allow for full Tax Distributions reduce the amount otherwise distributable Distributions. Each Tax Distribution made to any Member a Partner pursuant to this Section 5.03 (other than this Section 5.03(e)) after taking into account the effect of Tax Distributions on 2.4 shall be treated as an advance against, and thus reduce, the amount of cash the next succeeding Distribution or other assets available for distribution by Distributions which would otherwise have been paid to such Partner pursuant to Section 2.1 of this Agreement or pursuant to Section 6.4(b) or Section 11.1(c) (under the CompanyHoldco LLC Agreement), as applicable. (v) For the avoidance of doubt, Tax Distributions shall be made to all Members on a pro rata basis in accordance with their Percentage Interests, notwithstanding the differing amount of tax liabilities of such Members.

Appears in 1 contract

Samples: Interest and Asset Purchase Agreement (SVB Financial Group)

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Tax Distributions. (i) Notwithstanding any other provision of this Section 5.03 4.01(e) to the contrary, to the fullest extent permitted by Applicable applicable Law and consistent with the Company’s obligations to its creditors as reasonably determined by the Managing MemberManager, the Company shall make Distributions in cash distributions by wire transfer of immediately available funds pursuant to this Section 5.03(e)(i4.01(e) (i) to each Member the Members with respect to its their Units in proportion to their respective Common Percentage Interests at least two (2) Business Days prior to the date on which any U.S. federal corporate estimated tax payments are duedue for corporations or individuals (whichever is earlier), in an amount equal that in the Manager’s discretion allows each Member to satisfy its tax liability with respect to its Units, up to such Member’s Tax Distribution Amount, if any; provided that the Managing Member Manager shall have no liability to any Member in connection with any underpayment of estimated taxes, so long as Distributions in cash distributions are made in accordance with this Section 5.03(e)(i4.01(e)(i) and the Tax Distribution Amounts are determined as provided in paragraph (i) of the definition of Tax Distribution Amount. (ii) 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(e) shall, to the fullest extent permitted by applicable Law and consistent with the Company’s obligations to creditors, be made to the Members to the extent of available funds in accordance with their Common Percentage Interests and the Company shall make future Tax Distributions (iii) On any date that the Company makes a distribution Distribution to the Members with respect to their Units under a provision of Section 5.03 4.01 other than this Section 5.03(e4.01(e), if the Tax Distribution Amount is greater than zero, the Company shall designate all or a portion of such distribution Distribution as a Tax Distribution with respect to a Member’s Units to the extent of the Tax Distribution Amount with respect to such Member’s Units as of such date (but not to exceed the amount of such distributionDistribution). For the avoidance of doubt, such designation shall be performed with respect to all Members with respect to which there is a Tax Distribution Amount as of such date. (iiiiv) Notwithstanding any other provision of this Section 5.03 4.01 to the contrary, if the Tax Distribution Amount for such Fiscal Year is greater than zero, to the fullest extent permitted by Applicable applicable Law and consistent with the Company’s obligations to its creditors as reasonably determined by the Managing MemberManager, the Company shall make additional distributions Distributions in cash under this Section 5.03(e)(iii4.01(e)(iv) in an amount that in the Manager’s discretion allows each Member to satisfy its tax liability with respect to the extent of Units, up to such Tax Distribution Amount for such Fiscal Year as soon as reasonably practicable after the end of such Fiscal Year (or as soon as reasonably practicable after any event that subsequently adjusts the taxable income of such Fiscal Year). (ivv) Under no circumstances shall Tax Distributions reduce the amount otherwise distributable to any Member pursuant to this Section 5.03 4.01 (other than this Section 5.03(e4.01(e)) after taking into account the effect of Tax Distributions on the amount of cash or other assets available for distribution Distribution by the Company. (vvi) For the avoidance of doubt, Tax Distributions to holders of Series A Preferred Mirror Units shall be made governed by Section 17.03(f). (vii) Tax Distributions to all Members on a pro rata basis in accordance with their Percentage Interests, notwithstanding the differing amount holders of tax liabilities of such MembersSeries C Preferred Mirror Units shall be governed by Section 18.03(f).

Appears in 1 contract

Samples: Limited Liability Company Agreement (AlTi Global, Inc.)

Tax Distributions. (i) Notwithstanding any other provision of this Section ‎Section 5.03 to the contrary, to the extent permitted by Applicable Law and consistent with the CompanyPartnership’s obligations to its creditors as reasonably determined by the Managing MemberGeneral Partner, the Company Partnership shall make cash distributions by wire transfer of immediately available funds pursuant to this Section ‎Section 5.03(e)(i) to each Member Partner with respect to its Units at least two (2) Business Days prior to the date on which any U.S. federal corporate estimated tax payments are due, in an amount equal to such MemberPartner’s Tax Distribution Amount, if any; provided that the Managing Member General Partner shall have no liability to any Member Partner in connection with any underpayment of estimated taxes, so long as cash distributions are made in accordance with this Section ‎Section 5.03(e)(i) and the Tax Distribution Amounts are determined as provided in paragraph (i) of the definition of Tax Distribution Amount. (ii) On any date that the Company Partnership makes a distribution to the Members Partners with respect to their Units under a provision of Section ‎Section 5.03 other than ‎Section 5.03(c) or this Section ‎Section 5.03(e), if the Tax Distribution Amount is greater than zero, the Company Partnership shall designate all or a portion of such distribution as a Tax Distribution with respect to a MemberPartner’s Units to the extent of the Tax Distribution Amount with respect to such MemberPartner’s Units as of such date (but not to exceed the amount of such distribution). For the avoidance of doubt, such designation shall be performed with respect to all Members Partners with respect to which there is a Tax Distribution Amount as of such date. (iii) Notwithstanding any other provision of this Section ‎Section 5.03 to the contrary, if the Tax Distribution Amount for such a Fiscal Year is greater than zero, to the extent permitted by Applicable Law and consistent with the CompanyPartnership’s obligations to its creditors as reasonably determined by the Managing MemberGeneral Partner, the Company Partnership shall make additional distributions under this Section ‎Section 5.03(e)(iii) to the extent of such Tax Distribution Amount for such Fiscal Year as soon as reasonably practicable after the end of such Fiscal Year (or as soon as reasonably practicable after any event that subsequently adjusts the taxable income of such Fiscal Year). (iv) Under no circumstances shall Tax Distributions reduce the amount otherwise distributable to any Member Partner pursuant to this Section ‎Section 5.03 (other than this Section ‎Section 5.03(e)) after taking into account the effect of Tax Distributions on the amount of cash or other assets available for distribution by the CompanyPartnership. (v) For Notwithstanding any other provision of this ‎Section 5.03 to the avoidance of doubtcontrary, Tax Distributions shall be made to all Members Partners on a pro rata basis in accordance with their Percentage Interests, notwithstanding the differing amount of tax liabilities of such MembersPartners, such that each Partner receives at least its Tax Distribution Amount with respect to such Partner’s Units as of the date the Tax Distribution is made. If on the date on which a Tax Distribution is to be made there are not sufficient available funds in the Partnership (or any of its Subsidiaries that are disregarded entities or partnerships for U.S. federal income tax purposes) to distribute the full amount of the relevant Tax Distributions otherwise to be made or any credit agreements or other debt documents to which the Partnership (or any of its Subsidiaries) is a party do not permit the Partnership to receive from its Subsidiaries or distribute to each Partner the full amount of the Tax Distributions otherwise to be made to each such Partner, distributions pursuant to this ‎Section 5.03(e) shall be made to all Partners on a pro rata basis in accordance with their Percentage Interests as of such date to the extent of the available funds.

Appears in 1 contract

Samples: Limited Partnership Agreement (Galaxy Digital Holdings Ltd.)

Tax Distributions. (i) Notwithstanding any other provision of this Section 5.03 to the contrary, to the extent permitted by Applicable Law and consistent with the Company’s obligations to its creditors as reasonably determined by the Managing Member, the Company shall make cash distributions by wire transfer of immediately available funds pursuant to this Section 5.03(e)(i) to each Member the Members with respect to its their Units in proportion to their respective Percentage Interests at least two (2) Business Days prior to the date on which any U.S. federal corporate estimated tax payments are due, in an amount equal that in the Managing Member’s discretion allows each Member to satisfy its tax liability with respect to its Units, up to such Member’s Tax Distribution Amount, if any; provided that the Managing Member shall have no liability to any Member in connection with any underpayment of estimated taxes, so long as cash distributions are made in accordance with this Section 5.03(e)(i) and the Tax Distribution Amounts are determined as provided in paragraph (i) of the definition of Tax Distribution Amount. (ii) On any date that the Company makes a distribution to the Members with respect to their Units under a provision of Section 5.03 other than this Section 5.03(e), if the Tax Distribution Amount is greater than zero, the Company shall designate all or a portion of such distribution as a Tax Distribution with respect to a Member’s Units to the extent of the Tax Distribution Amount with respect to such Member’s Units as of such date (but not to exceed the amount of such distribution). For the avoidance of doubt, such designation shall be performed with respect to all Members with respect to which there is a Tax Distribution Amount as of such date. (iii) Notwithstanding any other provision of this Section 5.03 to the contrary, if the Tax Distribution Amount for such Fiscal Year is greater than zero, to the extent permitted by Applicable Law and consistent with the Company’s obligations to its creditors as reasonably determined by the Managing Member, the Company shall make additional distributions under this Section 5.03(e)(iii) to the extent of such Tax Distribution Amount for such Fiscal Year as soon as reasonably practicable after the end of such Fiscal Year (or as soon as reasonably practicable after any event that subsequently adjusts the taxable income of such Fiscal Year). (iv) Under no circumstances shall Tax Distributions reduce the amount otherwise distributable to any Member pursuant to this Section 5.03 (other than this Section 5.03(e)) after taking into account the effect of Tax Distributions on the amount of cash or other assets available for distribution by the Company. (v) For the avoidance of doubt, Tax Distributions shall be made to all Members on a pro rata basis in accordance with their Percentage Interests, notwithstanding the differing amount of tax liabilities of such Members.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Rocket Companies, Inc.)

Tax Distributions. (i) Notwithstanding any other provision of this Section 5.03 to the contrary, to the extent permitted by Applicable Law and consistent with the Company’s obligations to its creditors as reasonably determined by the Managing Member, the Company shall make cash distributions by wire transfer of immediately available funds pursuant to this Section 5.03(e)(i) to each Member the Members with respect to its their Units in proportion to their respective Percentage Interests at least two (2) Business Days prior to the date on which any U.S. federal corporate estimated tax payments are due, in an amount equal to such Member’s Tax Distribution Amount, if any; provided that the Managing Member shall have no liability to any Member in connection with any underpayment of estimated taxes, so long as cash distributions are made in accordance with this Section 5.03(e)(i) and the Tax Distribution Amounts are determined as provided in paragraph (i) of the definition of Tax Distribution Amount. (ii) On any date that the Company makes a distribution to the Members with respect to their Units under a provision of Section 5.03 other than this Section 5.03(e), if the Tax Distribution Amount is greater than zero, the Company shall designate all or a portion of such distribution as a Tax Distribution with respect to a Member’s Units to the extent of the Tax Distribution Amount with respect to such Member’s Units as of such date (but not to exceed the amount of such distribution). For the avoidance of doubt, such designation shall be performed with respect to all Members with respect to which there is a Tax Distribution Amount as of such date. (iii) Notwithstanding any other provision of this Section 5.03 to the contrary, if the Tax Distribution Amount for such Fiscal Year is greater than zero, to the extent permitted by Applicable Law and consistent with the Company’s obligations to its creditors as reasonably determined by the Managing Member, the Company shall make additional distributions under this Section 5.03(e)(iii) to the extent of such Tax Distribution Amount for such Fiscal Year as soon as reasonably practicable after the end of such Fiscal Year (or as soon as reasonably practicable after any event that subsequently adjusts the taxable income of such Fiscal Year). (iv) Under no circumstances shall Tax Distributions reduce the amount otherwise distributable to any Member pursuant to this Section 5.03 (other than this Section 5.03(e)) after taking into account the effect of Tax Distributions on the amount of cash or other assets available for distribution by the Company. (v) For the avoidance of doubt, Tax Distributions shall be made to all Members on a pro rata basis in accordance with their Percentage Interests, notwithstanding the differing amount of tax liabilities of such Members.

Appears in 1 contract

Samples: Operating Agreement (Clear Secure, Inc.)

Tax Distributions. (i) Notwithstanding any other provision of this Section 5.03 4.01(e) to the contrary, to the fullest extent permitted by Applicable applicable Law and consistent with the Company’s obligations to its creditors as reasonably determined by the Managing MemberManager, the Company shall make Distributions in cash distributions by wire transfer of immediately available funds pursuant to this Section 5.03(e)(i4.01(e)(i) to each Member the Members with respect to its their Units in proportion to their respective Percentage Interests at least two (2) Business Days prior to the date on which any U.S. federal corporate estimated tax payments are duedue for corporations or individuals (whichever is earlier), in an amount equal that in the Manager’s discretion allows each Member to satisfy its tax liability with respect to its Units, up to such Member’s Tax Distribution Amount, if any; provided that the Managing Member Manager shall have no liability to any Member in connection with any underpayment of estimated taxes, so long as Distributions in cash distributions are made in accordance with this Section 5.03(e)(i4.01(e)(i) and the Tax Distribution Amounts are determined as provided in paragraph (i) of the definition of Tax Distribution Amount. (ii) On any date that the Company makes a distribution Distribution to the Members with respect to their Units under a provision of Section 5.03 4.01 other than this Section 5.03(e4.01(e), if the Tax Distribution Amount is greater than zero, the Company shall designate all or a portion of such distribution Distribution as a Tax Distribution with respect to a Member’s Units to the extent of the Tax Distribution Amount with respect to such Member’s Units as of such date (but not to exceed the amount of such distributionDistribution). For the avoidance of doubt, such designation shall be performed with respect to all Members with respect to which there is a Tax Distribution Amount as of such date. (iii) Notwithstanding any other provision of this Section 5.03 4.01 to the contrary, if the Tax Distribution Amount for such Fiscal Year is greater than zero, to the fullest extent permitted by Applicable applicable Law and consistent with the Company’s obligations to its creditors as reasonably determined by the Managing MemberManager, the Company shall make additional distributions Distributions in cash under this Section 5.03(e)(iii4.01(e)(iii) in an amount that in the Manager’s discretion allows each Member to satisfy its tax liability with respect to the extent of Units, up to such Tax Distribution Amount for such Fiscal Year as soon as reasonably practicable after the end of such Fiscal Year (or as soon as reasonably practicable after any event that subsequently adjusts the taxable income of such Fiscal Year). (iv) Under no circumstances shall Tax Distributions reduce the amount otherwise distributable to any Member pursuant to this Section 5.03 4.01 (other than this Section 5.03(e4.01(e)) after taking into account the effect of Tax Distributions on the amount of cash or other assets available for distribution Distribution by the Company. (v) For the avoidance of doubt, Tax Distributions shall be made to all Members on a pro rata basis in accordance with their Percentage Interests, notwithstanding the differing amount of tax liabilities of such Members.

Appears in 1 contract

Samples: Limited Liability Company Agreement (UWM Holdings Corp)

Tax Distributions. (i) Notwithstanding any other provision of this Section ‎Section 5.03 to the contrary, to the extent permitted by Applicable Law and consistent with the Company’s obligations to its creditors as reasonably determined by the Managing Member, the Company shall make cash distributions by wire transfer of immediately available funds pursuant to this Section ‎Section 5.03(e)(i) to each Member with respect to its Units at least two (2) Business Days prior to the date on which any U.S. federal corporate estimated tax payments are due, in an amount equal to such Member’s Tax Distribution Amount, if any; provided that the Managing Member shall have no liability to any Member in connection with any underpayment of estimated taxes, so long as cash distributions are made in accordance with this Section ‎Section 5.03(e)(i) and the Tax Distribution Amounts are determined as provided in paragraph (i) of the definition of Tax Distribution Amount. (ii) On any date that the Company makes a distribution to the Members with respect to their Units under a provision of Section ‎Section 5.03 other than this Section ‎Section 5.03(e), if the Tax Distribution Amount is greater than zero, the Company shall designate all or a portion of such distribution as a Tax Distribution with respect to a Member’s Units to the extent of the Tax Distribution Amount with respect to such Member’s Units as of such date (but not to exceed the amount of such distribution). For the avoidance of doubt, such designation shall be performed with respect to all Members with respect to which there is a Tax Distribution Amount as of such date. (iii) Notwithstanding any other provision of this Section ‎Section 5.03 to the contrary, if the Tax Distribution Amount for such Fiscal Year is greater than zero, to the extent permitted by Applicable Law and consistent with the Company’s obligations to its creditors as reasonably determined by the Managing Member, the Company shall make additional distributions under this Section ‎Section 5.03(e)(iii) to the extent of such Tax Distribution Amount for such Fiscal Year as soon as reasonably practicable after the end of such Fiscal Year (or as soon as reasonably practicable after any event that subsequently adjusts the taxable income of such Fiscal Year). (iv) Under no circumstances shall Tax Distributions reduce the amount otherwise distributable to any Member pursuant to this Section ‎Section 5.03 (other than this Section ‎Section 5.03(e)) after taking into account the effect of Tax Distributions on the amount of cash or other assets available for distribution by the Company. (v) For the avoidance of doubt, Tax Distributions shall be made to all Members on a pro rata basis in accordance with their Percentage Interests, notwithstanding the differing amount of tax liabilities of such Members.

Appears in 1 contract

Samples: Limited Liability Company Agreement (BRP Group, Inc.)

Tax Distributions. (i) Notwithstanding any other provision of this Section 5.03 4.01(e) to the contrary, to the fullest extent permitted by Applicable applicable Law and consistent with the Company’s obligations to its creditors as reasonably determined by the Managing MemberManager, the Company shall make cash distributions Distributions by wire transfer of immediately available funds pursuant to this Section 5.03(e)(i4.01(e)(i) to each Member the Members with respect to its their Units in proportion to their respective Percentage Interests at least two (2) Business Days prior to the date on which any U.S. federal corporate estimated tax payments are duedue for corporations or individuals (whichever is earlier), in an amount equal that in the Manager’s discretion allows each Member to satisfy its tax liability with respect to its Units, up to such Member’s Tax Distribution Amount, if any; provided that the Managing Member Manager shall have no liability to any Member in connection with any underpayment of estimated taxes, so long as cash distributions Distributions are made in accordance with this Section 5.03(e)(i4.01(e)(i) and the Tax Distribution Amounts are determined as provided in paragraph (i) of the definition of Tax Distribution Amount. (ii) On any date that the Company makes a distribution Distribution to the Members with respect to their Units under a provision of Section 5.03 4.01 other than this Section 5.03(e4.01(e), if the Tax Distribution Amount is greater than zero, the Company shall designate all or a portion of such distribution Distribution as a Tax Distribution with respect to a Member’s Units to the extent of the Tax Distribution Amount with respect to such Member’s Units as of such date (but not to exceed the amount of such distributionDistribution). For the avoidance of doubt, such designation shall be performed with respect to all Members with respect to which there is a Tax Distribution Amount as of such date. (iii) Notwithstanding any other provision of this Section 5.03 4.01 to the contrary, if the Tax Distribution Amount for such Fiscal Year is greater than zero, to the fullest extent permitted by Applicable applicable Law and consistent with the Company’s obligations to its creditors as reasonably determined by the Managing MemberManager, the Company shall make additional distributions Distributions under this Section 5.03(e)(iii4.01(e)(iii) in an amount that in the Manager’s discretion allows each Member to satisfy its tax liability with respect to the extent of Units, up to such Tax Distribution Amount for such Fiscal Year as soon as reasonably practicable after the end of such Fiscal Year (or as soon as reasonably practicable after any event that subsequently adjusts the taxable income of such Fiscal Year). (iv) Under no circumstances shall Tax Distributions reduce the amount otherwise distributable to any Member pursuant to this Section 5.03 4.01 (other than this Section 5.03(e4.01(e)) after taking into account the effect of Tax Distributions on the amount of cash or other assets available for distribution Distribution by the Company. (v) For the avoidance of doubt, Tax Distributions shall be made to all Members on a pro rata basis in accordance with their Percentage Interests, notwithstanding the differing amount of tax liabilities of such Members.

Appears in 1 contract

Samples: Limited Liability Company Agreement (UWM Holdings Corp)

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