Tax Distributions. Notwithstanding anything herein to the contrary and as a priority to the distributions to be made pursuant to either Section 4.02 or 4.03, the Company shall distribute and shall have distributed (in one or more distributions), to each Member during each United States federal taxable period and by no later than thirty days following the end of each such taxable period, an amount of cash equal to the product of (i) the highest combined effective federal income tax rates imposed on the ordinary income of married individuals, multiplied by (ii) such Member’s Percentage Interest, multiplied by (iii) the amount of the Company’s estimated (or if available, actual) taxable income as determined for federal income tax purposes for the applicable tax year that is allocable to the Members(such Member’s “Tax Distribution Amount” for such taxable period); provided, however, if the Manager determines that there shall be an insufficient amount of cash to so distribute to each Member for any taxable period, then the amount of cash that the Manager determines to be so available to distribute shall be distributed to the Members in proportion to their respective Tax Distribution Amounts, with any unpaid Tax Distribution Amounts to be treated as an additional Tax Distribution Amount for the immediately succeeding period for distribution pursuant to this Section 4.04. Any Tax Distribution Amount distributed to any Member shall be treated as, and shall reduce and be credited against, but without duplication, any amount(s) that would otherwise be distributable and distributed to such Member pursuant to Sections 4.02 and/or 4.03 including by reason of the application of Section 7.02(a) (and in the priorities as so provided in these sections).
Appears in 5 contracts
Samples: Limited Liability Company Agreement (Generation Income Properties, Inc.), Limited Liability Company Agreement (Generation Income Properties, Inc.), Limited Liability Company Agreement (Generation Income Properties, Inc.)
Tax Distributions. (a) Notwithstanding anything herein to the contrary Section 11.01 hereof, within ten (10) days after March 31, May 31, August 31 and as December 31 of each fiscal year (each, a priority to the distributions to be made pursuant to either Section 4.02 or 4.03“Tax Quarter”), the Company Board shall distribute and shall have distributed (in one or more distributions), i) estimate the amount of taxable income of the LLC allocable to each Member during each United States federal taxable period and by no later than thirty days following the end (for avoidance of each doubt, disregarding all deductions, credits, tax benefits, etc. personal to such taxable periodMember, an amount of cash equal including any such items arising pursuant to the product operation of (iCode Section 743) the highest combined effective federal income tax rates imposed on the ordinary income of married individuals, multiplied by (ii) such Member’s Percentage Interest, multiplied by (iii) the amount of the Company’s estimated (or if available, actual) taxable income as determined for federal income tax purposes for the applicable tax period beginning on the first day of the fiscal year through the end of such Tax Quarter and (ii) to the extent that is funds are legally available therefor, advance to each Member, other than a tax-exempt Member, an aggregate amount equal to the product of (A) the net taxable income, if any, of the LLC for such Tax Quarter allocable to such Member, times (B) the Members(such Member’s “Tax Distribution Amount” highest applicable effective marginal Federal and state income tax rate for such taxable period); provided, however, if the Manager determines that there either an individual or a corporation which is domiciled in Connecticut and assuming all income is allocated to Connecticut. All amounts so advanced shall be an insufficient treated as amounts distributed to the Member pursuant to Section 11.01, and shall be reduced by any amount of cash withheld with respect to so distribute the Member pursuant to each Member for any taxable period, then Section 11.02.
(b) If the amount of cash that the Manager determines to be so LLC does not have funds legally available to distribute on a timely basis the full tax distributions that would otherwise be required pursuant to Section 11.03(a) above, then: (i) such tax distributions shall be distributed made to the Members in proportion to their respective Tax Distribution Amounts, with any the tax distributions they would receive had the full amount of funds been available; and (ii) the unpaid Tax Distribution Amounts to be treated as an additional Tax Distribution Amount for the immediately succeeding period for distribution pursuant to this Section 4.04. Any Tax Distribution Amount distributed to any Member amount shall be treated as, and shall reduce carry forward and be credited against, but without duplication, any amount(s) that would otherwise be distributable and distributed to such Member pursuant to Sections 4.02 and/or 4.03 including paid by reason of the application of Section 7.02(a) (and in LLC as soon as the priorities as so provided in these sections)LLC has funds legally available.
Appears in 3 contracts
Samples: Operating Agreement (Arvinas Holding Company, LLC), Operating Agreement (Arvinas Holding Company, LLC), Operating Agreement (Arvinas Holding Company, LLC)
Tax Distributions. Notwithstanding anything herein to the contrary and as a priority to the of distributions to be made pursuant to either in Section 4.02 or 4.034.1, the Company shall distribute and shall have distributed shall, consistent with any restrictions which may be imposed by any creditor or under any contract of the Company or any of its subsidiaries or by applicable law, make distributions (in one whether pursuant to this Section 4.2 or more distributions), otherwise) to each Member during each United States federal taxable period and (1) by no later than thirty days following April 15 after the end of each such taxable periodyear of the Company, in an amount of cash equal to the product Year End Tax Distribution, if any, and (2) at such times and in such amounts so that each Member will be able to make timely estimated and final tax payments, if any, of (i) all federal and state income taxes attributable to the highest combined effective federal income tax rates imposed on the ordinary income of married individuals, multiplied by (ii) such Member’s Percentage Interest, multiplied by (iii) the amount portion of the Company’s estimated (or if available, actual) taxable income as determined for federal income tax purposes for the applicable tax year that is allocable to the Members(such Member’s “Tax Distribution Amount” for such taxable period); provided, howeverincome, if the Manager determines that there shall be an insufficient amount of cash to so distribute to each Member for any taxable periodany, then the amount of cash that the Manager determines to be so available to distribute shall be distributed to the Members in proportion to their respective Tax Distribution Amounts, with any unpaid Tax Distribution Amounts to be treated as an additional Tax Distribution Amount for the immediately succeeding period for distribution pursuant to this Section 4.04. Any Tax Distribution Amount distributed to any Member shall be treated as, and shall reduce and be credited against, but without duplication, any amount(s) that would otherwise be distributable and distributed allocated to such Member pursuant to Sections 4.02 and/or 4.03 including this Agreement and the Code, which distributions shall be credited against the Year End Tax Distribution to be received by reason the Members; provided that each periodic distribution will not exceed the sum of the application State Tax Amount plus the Federal Tax Amount, calculated as though the Taxable Income were equal to the Company’s estimated taxable income from the beginning of the Company’s taxable year through the date of such periodic distribution, less prior periodic distributions for taxes with respect to such taxable year of the Company. Distributions under this Section 7.02(a) (4.2 for any Fiscal Year shall be heated as distributions made pursuant to Section 4.1; provided that any distribution to a Member pursuant to this Section 4.2 that exceeds the amount that would have been distributed to a Member had the amount been distributed pursuant to Section 4.1 shall be treated as an advance distribution under Section 4.1 and shall be offset against subsequent distributions such Member would otherwise be entitled to receive pursuant to Section 4.1. Nothing in this Section 4.2 shall be construed to restrict any right of the priorities as so provided Manager or the Company to declare or make any distribution in these sections)addition to those contemplated hereby.
Appears in 2 contracts
Samples: Operating Agreement, Operating Agreement (Lakes Entertainment Inc)
Tax Distributions. (a) Notwithstanding anything herein to the contrary Section 10.01 hereof, within ten (10) days after March 31, May 31, August 31 and as December 31 of each fiscal year (each, a priority to the distributions to be made pursuant to either Section 4.02 or 4.03“Tax Quarter”), the Company Board shall distribute and shall have distributed (in one or more distributions), i) estimate the amount of taxable income of the LLC allocable to each Member during each United States federal taxable period and by no later than thirty days following the end (for avoidance of each doubt, disregarding all deductions, credits, tax benefits, etc. personal to such taxable periodMember, an amount of cash equal including any such items arising pursuant to the product operation of (iCode Section 743) the highest combined effective federal income tax rates imposed on the ordinary income of married individuals, multiplied by (ii) such Member’s Percentage Interest, multiplied by (iii) the amount of the Company’s estimated (or if available, actual) taxable income as determined for federal income tax purposes for the applicable tax period beginning on the first day of the fiscal year through the end of such Tax Quarter and (ii) to the extent that is funds are legally available therefor, advance to each Member, other than a tax-exempt Member, an aggregate amount equal to the product of (A) the net taxable income, if any, of the LLC for such Tax Quarter allocable to such Member, times (B) the Members(such Member’s “Tax Distribution Amount” highest applicable effective marginal Federal and state income tax rate for such taxable period); providedeither an individual or a corporation which is domiciled in the State of California, howeverU.S.A. and assuming all income is allocated to the State of California, if the Manager determines that there U.S.A. All amounts so advanced shall be an insufficient treated as amounts distributed to the Member pursuant to Section 10.01, and shall be reduced by any amount of cash withheld with respect to so distribute the Member pursuant to each Member for any taxable period, then Section 10.02.
(b) If the amount of cash that the Manager determines to be so LLC does not have funds legally available to distribute on a timely basis the full tax distributions that would otherwise be required pursuant to Section 10.03(a) above, then: (i) such tax distributions shall be distributed made to the Members in proportion to their respective Tax Distribution Amounts, with any the tax distributions they would receive had the full amount of funds been available; and (ii) the unpaid Tax Distribution Amounts to be treated as an additional Tax Distribution Amount for the immediately succeeding period for distribution pursuant to this Section 4.04. Any Tax Distribution Amount distributed to any Member amount shall be treated as, and shall reduce carry forward and be credited against, but without duplication, any amount(s) that would otherwise be distributable and distributed to such Member pursuant to Sections 4.02 and/or 4.03 including paid by reason of the application of Section 7.02(a) (and in LLC as soon as the priorities as so provided in these sections)LLC has funds legally available.
Appears in 2 contracts
Samples: Operating Agreement (Day One Biopharmaceuticals Holding Co LLC), Operating Agreement (Day One Biopharmaceuticals Holding Co LLC)
Tax Distributions. Notwithstanding anything herein to the contrary and as a priority to the distributions to be made pursuant to either Section 4.02 or 4.03, the Company shall distribute and shall have distributed (in one or more distributions), to each Member during each United States federal taxable period and by no later than thirty days following the end of each such taxable period, an amount of cash equal to the product of (i) the highest combined effective federal income tax rates imposed on the ordinary income of married individuals, multiplied by (ii) such Member’s 's Percentage Interest, multiplied by (iii) the amount of the Company’s 's estimated (or if available, actual) taxable income as determined for federal income tax purposes for the applicable tax year that is allocable to the Members(such Member’s “'s "Tax Distribution Amount” " for such taxable period); provided, however, if the Manager determines that there shall be an insufficient amount of cash to so distribute to each Member for any taxable period, then the amount of cash that the Manager determines to be so available to distribute shall be distributed to the Members in proportion to their respective Tax Distribution Amounts, with any unpaid Tax Distribution Amounts to be treated as an additional Tax Distribution Amount for the immediately succeeding period for distribution pursuant to this Section 4.04. Any Tax Distribution Amount distributed to any Member shall be treated as, and shall reduce and be credited against, but without duplication, any amount(s) that would otherwise be distributable and distributed to such Member pursuant to Sections 4.02 and/or 4.03 including by reason of the application of Section 7.02(a) (and in the priorities as so provided in these sections).
Appears in 1 contract
Samples: Limited Liability Company Agreement (Generation Income Properties, Inc.)
Tax Distributions. Notwithstanding anything herein to the contrary and as a priority to the of distributions to be made pursuant to either in Section 4.02 or 4.034.1, the Company shall distribute and shall have distributed shall, consistent with any restrictions which may be imposed by any creditor or under any contract of the Company or any of its subsidiaries or by applicable law, make distributions (in one whether pursuant to this Section 4.2 or more distributions), otherwise) to each Member during each United States federal taxable period and (1) by no later than thirty days following April 15 after the end of each such taxable periodyear of the Company, in an amount of cash equal to the product Year End Tax Distribution, if any, and (2) at such times and in such amounts so that each Member will be able to make timely estimated and final tax payments, if any, of (i) all federal and state income taxes attributable to the highest combined effective federal income tax rates imposed on the ordinary income of married individuals, multiplied by (ii) such Member’s Percentage Interest, multiplied by (iii) the amount portion of the Company’s estimated (or if available, actual) taxable income as determined for federal income tax purposes for the applicable tax year that is allocable to the Members(such Member’s “Tax Distribution Amount” for such taxable period); provided, howeverincome, if the Manager determines that there shall be an insufficient amount of cash to so distribute to each Member for any taxable periodany, then the amount of cash that the Manager determines to be so available to distribute shall be distributed to the Members in proportion to their respective Tax Distribution Amounts, with any unpaid Tax Distribution Amounts to be treated as an additional Tax Distribution Amount for the immediately succeeding period for distribution pursuant to this Section 4.04. Any Tax Distribution Amount distributed to any Member shall be treated as, and shall reduce and be credited against, but without duplication, any amount(s) that would otherwise be distributable and distributed allocated to such Member pursuant to Sections 4.02 and/or 4.03 including this Agreement and the Code, which distributions shall be credited against the Year End Tax Distribution to be received by reason the Members; provided that each periodic distribution will not exceed the sum of the application State Tax Amount plus the Federal Tax Amount, calculated as though the Taxable Income were equal to the Company’s estimated taxable income from the beginning of the Company’s taxable year through the date of such periodic distribution, less prior periodic distributions for taxes with respect to such taxable year of the Company. Distributions under this Section 7.02(a) (4.2 for any Fiscal Year shall be treated as distributions made pursuant to Section 4.1; provided that any distribution to a Member pursuant to this Section 4.2 that exceeds the amount that would have been distributed to a Member had the amount been distributed pursuant to Section 4.1 shall be treated as an advance distribution under Section 4.1 and shall be offset against subsequent distributions such Member would otherwise be entitled to receive pursuant to Section 4.1. Nothing in this Section 4.2 shall be construed to restrict any right of the priorities as so provided Manager or the Company to declare or make any distribution in these sections)addition to those contemplated hereby.
Appears in 1 contract