Common use of Tax Estimates Clause in Contracts

Tax Estimates. Upon receipt of a written request from any Series D Unitholder stating the number of Series D Preferred Units owned by such holder (which requests shall be made no more than two (2) times per calendar year and the first such request per calendar year shall be at the Partnership’s expense, and the second at the expense of such requesting holder), the Partnership shall, within ten (10) days, provide such Series D Unitholder with a good faith estimate (and reasonable supporting calculations) of whether there is sufficient Unrealized Gain attributable to the Partnership property such that, if such Series D Unitholder converted its Series D Preferred Units pursuant to Section 5.15(b)(viii)(A) and such Unrealized Gain was allocated to such holder pursuant to Section 5.5(d)(iii), such holder’s Capital Account in respect of its converted Series D Preferred Units would be equal to the Per Unit Capital Amount for a then Outstanding Common Unit (other than a Series D Conversion Unit received in connection with such conversion of a Series D Preferred Unit).

Appears in 6 contracts

Samples: Contribution Agreement (American Midstream Partners, LP), Contribution Agreement (Southcross Energy Partners, L.P.), Contribution Agreement (Southcross Energy Partners, L.P.)

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Tax Estimates. Upon receipt of a written request from any Series D A Unitholder stating the number of Series D A Preferred Units owned by such holder (which requests shall be made no more than two (2) times per calendar year and the first such request per calendar year shall be at the Partnership’s expense, and the second at the expense of such requesting holder), the Partnership shall, within ten (10) days, provide such Series D A Unitholder with a good faith estimate (and reasonable supporting calculations) of whether there is sufficient Unrealized Gain attributable to the Partnership property such that, if such Series D A Unitholder converted its Series D A Preferred Units pursuant to Section 5.15(b)(viii)(A5.12(b)(viii)(A) or (B) and such Unrealized Gain was allocated to such holder pursuant to Section 5.5(d)(iii), such holder’s Capital Account in respect of its converted Series D A Preferred Units would be equal to the Per Unit Capital Amount for a then Outstanding Common Unit (other than a Series D Conversion Unit received in connection with such conversion of a Series D A Preferred Unit).

Appears in 5 contracts

Samples: Contribution Agreement (American Midstream Partners, LP), Contribution Agreement (American Midstream Partners, LP), Agreement (American Midstream Partners, LP)

Tax Estimates. Upon receipt of a written request from any Series D C Unitholder stating the number of Series D C Preferred Units owned by such holder (which requests shall be made no more than two (2) times per calendar year and the first such request per calendar year shall be at the Partnership’s expense, and the second at the expense of such requesting holder), the Partnership shall, within ten (10) days, provide such Series D C Unitholder with a good faith estimate (and reasonable supporting calculations) of whether there is sufficient Unrealized Gain attributable to the Partnership property such that, if such Series D C Unitholder converted its Series D C Preferred Units pursuant to Section 5.15(b)(viii)(A5.14(b)(viii)(A) and such Unrealized Gain was allocated to such holder pursuant to Section 5.5(d)(iii5.5 (d)(iii), such holder’s Capital Account in respect of its converted Series D C Preferred Units would be equal to the Per Unit Capital Amount for a then Outstanding Common Unit (other than a Series D C Conversion Unit received in connection with such conversion of a Series D C Preferred Unit).

Appears in 4 contracts

Samples: Contribution Agreement (American Midstream Partners, LP), Contribution Agreement (Southcross Energy Partners, L.P.), Contribution Agreement (Southcross Energy Partners, L.P.)

Tax Estimates. Upon receipt of a written request from any Series D A Unitholder stating the number of Series D A Preferred Units owned by such holder (which requests shall be made no more than two (2) times per calendar year and the first such request per calendar year shall be at the Partnership’s expense, and the second at the expense of such requesting holder), the Partnership shall, within ten (10) days, provide such Series D A Unitholder with a good faith estimate (and reasonable supporting calculations) of whether there is sufficient Unrealized Gain attributable to the Partnership property such that, if such Series D A Unitholder converted its Series D A Preferred Units pursuant to Section 5.15(b)(viii)(A5.12(b)(viii)(A) and such Unrealized Gain was allocated to such holder pursuant to Section 5.5(d)(iii), such holder’s Capital Account in respect of its converted Series D A Preferred Units would be equal to the Per Unit Capital Amount for a then Outstanding Common Unit (other than a Series D A Conversion Unit received in connection with such conversion of a Series D A Preferred Unit).

Appears in 4 contracts

Samples: Contribution Agreement (American Midstream Partners, LP), Contribution Agreement (Southcross Energy Partners, L.P.), Contribution Agreement (Southcross Energy Partners, L.P.)

Tax Estimates. Upon receipt of a written request from any Series D E Unitholder stating the number of Series D E Preferred Units owned by such holder (which requests shall be made no more than two (2) times per calendar year and the first such request per calendar year shall be at the Partnership’s expense, and the second at the expense of such requesting holder), the Partnership shall, within ten (10) days, provide such Series D E Unitholder with a good faith estimate (and reasonable supporting calculations) of whether there is sufficient Unrealized Gain attributable to the Partnership property such that, if such Series D E Unitholder converted its Series D E Preferred Units pursuant to Section 5.15(b)(viii)(A5.16(b)(viii)(A) and such Unrealized Gain was allocated to such holder pursuant to Section 5.5(d)(iii5.5 (d)(iii), such holder’s Capital Account in respect of its converted Series D E Preferred Units would be equal to the Per Unit Capital Amount for a then Outstanding Common Unit (other than a Series D E Conversion Unit received in connection with such conversion of a Series D E Preferred Unit).

Appears in 2 contracts

Samples: Contribution Agreement (American Midstream Partners, LP), Contribution Agreement (American Midstream Partners, LP)

Tax Estimates. Upon receipt of a written request from any Series D C Unitholder stating the number of Series D C Preferred Units owned by such holder (which requests shall be made no more than two (2) times per calendar year and the first such request per calendar year shall be at the Partnership’s expense, and the second at the expense of such requesting holder), the Partnership shall, within ten (10) days, provide such Series D C Unitholder with a good faith estimate (and reasonable supporting calculations) of whether there is sufficient Unrealized Gain attributable to the Partnership property such that, if such Series D C Unitholder converted its Series D C Preferred Units pursuant to Section 5.15(b)(viii)(A5.14(b)(viii)(A) or (B) and such Unrealized Gain was allocated to such holder pursuant to Section 5.5(d)(iii), such holder’s Capital Account in respect of its converted Series D C Preferred Units would be equal to the Per Unit Capital Amount for a then Outstanding Common Unit (other than a Series D C Conversion Unit received in connection with such conversion of a Series D C Preferred Unit).

Appears in 2 contracts

Samples: Credit Agreement (American Midstream Partners, LP), American Midstream Partners, LP

Tax Estimates. Upon receipt of a written request from any Series D E Unitholder stating the number of Series D E Preferred Units owned by such holder (which requests shall be made no more than two (2) times per calendar year and the first such request per calendar year shall be at the Partnership’s expense, and the second at the expense of such requesting holder), the Partnership shall, within ten (10) days, provide such Series D E Unitholder with a good faith estimate (and reasonable supporting calculations) of whether there is sufficient Unrealized Gain attributable to the Partnership property such that, if such Series D E Unitholder converted its Series D E Preferred Units pursuant to Section 5.15(b)(viii)(A5.16(b)(viii)(A) and such Unrealized Gain was allocated to such 143 holder pursuant to Section 5.5(d)(iii5.5 (d)(iii), such holder’s Capital Account in respect of its converted Series D E Preferred Units would be equal to the Per Unit Capital Amount for a then Outstanding Common Unit (other than a Series D E Conversion Unit received in connection with such conversion of a Series D E Preferred Unit).

Appears in 1 contract

Samples: Contribution Agreement (Southcross Energy Partners, L.P.)

Tax Estimates. Upon receipt of a written request from any Series D A Unitholder stating the number of Series D A Preferred Units owned by such holder (which requests shall be made no more than two (2) times per calendar year and the first such request per calendar year shall be at the Partnership’s expense, and the second at the expense of such requesting holder), the Partnership shall, within ten (10) days, provide such Series D A Unitholder with a good faith estimate (and reasonable supporting calculations) of whether there is sufficient Unrealized Gain attributable to the Partnership property such that, if such Series D A Unitholder converted its Series D A Preferred Units pursuant to Section 5.15(b)(viii)(A5.11(b)(viii)(A) and such Unrealized Gain was allocated to such holder pursuant to Section 5.5(d)(iii), such holder’s Capital Account in respect of its converted Series D A Preferred Units would be equal to the Per Unit Capital Amount for a then Outstanding Common Unit (other than a Series D A Conversion Unit received in connection with such conversion of a Series D A Preferred Unit).

Appears in 1 contract

Samples: American Midstream Partners, LP

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Tax Estimates. Upon receipt of a written request from any Series D A Unitholder stating the number of Series D A Preferred Units owned by such holder (which requests shall be made no more than two (2) times per calendar year and the first such request per calendar year shall be at the Partnership’s expense, and the second at the expense of such requesting holder), the Partnership shall, within ten (10) days, provide such Series D A Unitholder with a good faith estimate (and reasonable supporting calculations) of whether there is sufficient Unrealized Gain attributable to the Partnership property such that, if such Series D A Unitholder converted its Series D A Preferred Units pursuant to Section 5.15(b)(viii)(A5.12(b)(viii)(A) or (B) and such Unrealized Gain was allocated to such holder pursuant to Section 5.5(d)(iii), such holder’s Capital Account in respect of its converted Series D A Preferred Units would be equal to the Per Unit Capital Amount for a then Outstanding Common Unit (other than a Series D A Conversion Unit received in connection with such conversion of a Series D A Preferred Unit).

Appears in 1 contract

Samples: Credit Agreement (American Midstream Partners, LP)

Tax Estimates. Upon receipt of a written request from any holder of Series D Unitholder A Preferred Units stating the number of Series D A Preferred Units owned by such holder (which requests shall be made no more than two (2) times per calendar year and the first such request per calendar year shall be at the Partnership’s expense, and the second at the expense of such requesting holder), the Partnership shall, within ten (10) days, provide such Series D Unitholder holder with a good faith estimate (and reasonable supporting calculations) of whether there is sufficient Unrealized Gain attributable to the Partnership property such that, if such Series D Unitholder holder converted its Series D A Preferred Units pursuant to Section 5.15(b)(viii)(A5.12(b)(viii)(A) or (B) and such Unrealized Gain was allocated to such holder pursuant to Section 5.5(d)(iii5.5(d)(i), such holder’s Capital Account in respect of its converted Series D A Preferred Units would be equal to the Per Unit Capital Amount for a then Outstanding Common Unit (other than a converted Series D Conversion Unit received in connection with such conversion of a Series D A Preferred Unit).

Appears in 1 contract

Samples: Securities Purchase Agreement (K-Sea Transportation Partners Lp)

Tax Estimates. Upon receipt of a written request from any Series D E Unitholder stating the number of Series D E Preferred Units owned by such holder (which requests shall be made no more than two (2) times per calendar year and the first such request per calendar Exhibit 2.2 year shall be at the Partnership’s expense, and the second at the expense of such requesting holder), the Partnership shall, within ten (10) days, provide such Series D E Unitholder with a good faith estimate (and reasonable supporting calculations) of whether there is sufficient Unrealized Gain attributable to the Partnership property such that, if such Series D E Unitholder converted its Series D E Preferred Units pursuant to Section 5.15(b)(viii)(A5.16(b)(viii)(A) and such Unrealized Gain was allocated to such holder pursuant to Section 5.5(d)(iii5.5 (d)(iii), such holder’s Capital Account in respect of its converted Series D E Preferred Units would be equal to the Per Unit Capital Amount for a then Outstanding Common Unit (other than a Series D E Conversion Unit received in connection with such conversion of a Series D E Preferred Unit).

Appears in 1 contract

Samples: Contribution Agreement (Southcross Energy Partners, L.P.)

Tax Estimates. Upon receipt of a written request from any Series D C Unitholder stating the number of Series D C Preferred Units owned by such holder (which requests shall be made no more than two (2) times per calendar year and the first such request per calendar year shall be at the Partnership’s expense, and the second at the expense of such requesting holder), the Partnership shall, within ten (10) days, provide such Series D C Unitholder with a good faith estimate (and reasonable supporting calculations) of whether there is sufficient Unrealized Gain attributable to the Partnership property such that, if such Series D C Unitholder converted its Series D C Preferred Units pursuant to Section 5.15(b)(viii)(A5.12(b)(viii)(A) and such Unrealized Gain was allocated to such holder pursuant to Section 5.5(d)(iii), such holder’s Capital Account in respect of its converted Series D C Preferred Units would be equal to the Per Unit Capital Amount for a then Outstanding Common Unit (other than a Series D C Conversion Unit received in connection with such conversion of a Series D C Preferred Unit).

Appears in 1 contract

Samples: American Midstream Partners, LP

Tax Estimates. Upon receipt of a written request from any Series D E Unitholder stating the number of Series D E Preferred Units owned by such holder (which requests shall be made no more than two (2) times per calendar year and the first such request per calendar year shall be at the Partnership’s expense, and the second at the expense of such requesting holder), the Partnership shall, within ten (10) days, provide such Series D E Unitholder with a good faith estimate (and reasonable supporting calculations) of whether there is sufficient Unrealized Gain attributable to the Partnership property such that, if such Series D E Unitholder converted its Series D E Preferred Units pursuant to Section 5.15(b)(viii)(A5.13(b)(viii)(A) and such Unrealized Gain was allocated to such holder pursuant to Section 5.5(d)(iii), such holder’s Capital Account in respect of its converted Series D E Preferred Units would be equal to the Per Unit Capital Amount for a then Outstanding Common Unit (other than a Series D E Conversion Unit received in connection with such conversion of a Series D E Preferred Unit).

Appears in 1 contract

Samples: American Midstream Partners, LP

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