Tax Liability Distributions. Notwithstanding anything to the contrary in this Article IV, the Company shall, to the extent of Available Cash, make cash distributions to the Class A Member on the Tax Distribution Date with respect to each Fiscal Year to the extent of the required Tax Distribution, if any, of the Class A Member for such Fiscal Year. In addition, the Company may make advance distributions to the Class A Member on a quarterly basis based upon estimates of the required Tax Distribution in a manner sufficient to permit the Class A Member to satisfy its quarterly estimated tax payment obligations and if the sum of the amount of quarterly tax distributions exceeds the amount of the Tax Distribution the Class A Member shall promptly refund such excess to the Company upon such notice. If on a Tax Distribution Date (or date of a quarterly estimated distribution) there is not sufficient Available Cash to distribute to the Class A Member the full amount of the Class A Member’s Tax Distribution (or quarterly estimate thereof), distributions shall be made to the Class A Member to the extent of the Available Cash, and the Company shall make future distributions as soon as Available Cash becomes available to pay the remaining portion of the Class A Member’s required Tax Distribution (or quarterly estimate thereof).
Tax Liability Distributions. The Company shall make cash distributions on or prior to April 15th of each year to each Member in an amount intended to enable such Member (or any Person whose tax liability is determined by reference to the income of such Member) to discharge its United States federal, state and local income tax liabilities arising from the allocations made pursuant to Article 5 with respect to the Company’s operations in the preceding year (a “Tax Liability Distribution”). The amount of any such Tax Liability Distribution shall be equal to 40% of the amount of net taxable income and gain allocated to such Member pursuant to Article 5 with respect to the year for which the amount of any Tax Liability Distribution is being determined; provided, however, that if the Company has made any distributions pursuant to Section 4.2 with respect to the year for which the amount of any Tax Liability Distribution is being determined, the amount of such Tax Liability Distribution shall be reduced by the amount of such distributions.
Tax Liability Distributions. The Board shall make cash distributions on or prior to April 15th of each Year to the Members in amounts intended to enable the Members (or any Person whose tax liability is determined by reference to the income of a Member) to discharge their United States federal, state and local income tax liabilities arising from the allocations made pursuant to this Article VIII with respect to the Company's operations in the preceding year (a "Tax Liability Distribution"). The amount of any such Tax Liability Distribution shall be equal to 50% of the amount of income and gain allocated to each Member pursuant to this Article VIII; provided, however, if any distributions are made with respect to the year in which the Tax Liability Distribution is being determined pursuant to Sections 8.3(ii) through 8.3(vii) hereof, such distributions shall reduce, by the amount of the distribution under the relevant Section, the amount of the Tax Liability Distribution resulting from the allocation of income and gain to such corresponding Section.
Tax Liability Distributions. Section 1.3 of the Contribution Agreement is hereby amended in its entirety as follows:
Tax Liability Distributions. At the end of each of calendar year 2013, 2014 and 2015, the parties shall work in good faith (i) to evaluate whether, in addition to any distribution to which LinnCo is entitled with respect to its Linn Units pursuant to Section 6.4 of the Third Amended and Restated Limited Liability Company Agreement of Xxxx, Xxxx shall make one or more special distributions to LinnCo solely out of funds available to make “operating cash flow distributions” (as such term is defined in Treasury Regulations Section 1.707-4(b)(2)) to reasonably compensate LinnCo for the actual increase in tax liability to LinnCo, if any, resulting from the allocation of amortization, depletion, depreciation and other cost recovery deductions using the “remedial allocation method” pursuant to Treasury Regulations Section 1.704-3(d), with respect to the assets acquired in the Contribution and (ii) to make any adjustment to such distribution described in clause (i) as mutually agreed.”
Tax Liability Distributions. Prior to the distribution of cash, if any, pursuant to Section 6.1, the Company shall make a cash distribution to the Members to the extent of Cash Available for Distribution in amounts intended to enable the Members to discharge their United States federal, state and local income tax liabilities arising from the allocations made pursuant to Article 7 (a "Tax Liability Distribution"). The amount of any such Tax Liability Distribution shall be determined by the Investment Manager based on (a) the highest effective combined United States Federal, state and local income tax rate applicable to any Member, and taking into account the deductibility of state and local income taxes for United States federal income tax purposes, and (b) the amounts so allocated pursuant to Article 7 to each Member, and otherwise based on such reasonable assumptions as the Investment Manager determines in good faith to be appropriate. Tax Liability Distributions shall be made to each Member pro rata in accordance with such Member's relative allocation of the corresponding item(s) of gain or income, and shall be treated as advances of, and shall as soon as possible be recouped solely from, distributions otherwise to be received by such Member under this Agreement, provided, that in no event shall such Member otherwise be required to recontribute or otherwise return or repay any such Tax Liability Distribution. Any amount distributed to the Members pursuant to Section 6.1 with respect to a Fiscal Year shall reduce the amount distributable to such Member as a Tax Liability Distribution for such Fiscal Year.
Tax Liability Distributions. In addition to any distribution to which LinnCo is entitled with respect to its Linn Units pursuant to Section 6.4 of the Third Amended and Restated Limited Liability Company Agreement of Linn, for each of the first three calendar years following the Closing of the Contribution (including the partial year following the Closing), Linn shall also make one or more special distributions in the aggregate amount of $6 million per year to LinnCo solely out of funds available to make “operating cash flow distributions” (as such term is defined in Treasury Regulations Section 1.707-4(b)(2)); provided, however, that at the end of each of calendar year 2014 and 2015, the Parties shall work in good faith (i) to evaluate whether the amount distributed to LinnCo pursuant to this Section 1.3 has reasonably compensated LinnCo for the actual increase in tax liability to LinnCo, if any, resulting from the allocation of amortization, depletion, depreciation and other cost recovery deductions using the “remedial allocation method” pursuant to Treasury Regulations Section 1.704-3(d), with respect to the assets acquired in the Contribution and (ii) to make any adjustment to such distribution as mutually agreed.
Tax Liability Distributions. Notwithstanding anything in the Operating Agreement to the contrary, in the event that a Transferee shall incur any tax liability on account of any allocations or distributions by the Company, the Company, subject to having the available cash, shall promptly (and in any event prior to the date such Transferee is required to pay such tax liability) make a cash distribution to the Transferees in an amount equal to such tax liability based on an assumed combined federal and state tax rate of forty percent (40%).
Tax Liability Distributions. 10.3.1 To the extent of Distributable Cash, the Company shall make one or more distributions (the "Tax Liability Distributions") to the Members intended to be sufficient to enable them to pay, on an annual basis, federal, state and local income taxes arising from the allocations made to such Members pursuant to Section 8.1, within ninety (90) days after the close of each applicable Fiscal Year. Subject to the following sentence, the amount of any such Tax Liability Distribution shall equal the product of (x) forty percent (40%) (the "Tax Rate") and (y) the aggregate amounts of items of taxable income or gain reported on Schedule K of the Form 1065 filed by the Company that were actually allocated or are estimated to be allocated to such Member for federal income tax purposes for each quarter or other fiscal period of the Fiscal Year and all prior quarters or fiscal periods of the Fiscal Year (to the extent no Tax Liability Distribution has previously been made with respect to such net taxable income or gain) reduced, but not below zero, by any tax deduction, loss or credit previously or currently allocated to such Member and not previously taken into account for purposes of the calculation of the amount of any Tax Liability Distribution. The amount of any Tax Liability Distribution for a particular quarter or other fiscal period shall take into account prior Tax Liability Distributions as follows: (a) if Distributable Cash is not sufficient to satisfy the required Tax Liability Distribution for a particular fiscal period, the Company shall make up such deficit out of Distributable Cash in future periods, and (b) if it is determined (by reason of a subsequent Company or government audit or otherwise) that the aggregate amounts of Tax Liability Distributions paid to any Member differ from the product of (i) the Tax Rate and (ii) the aggregate amounts of net taxable income or gain that were actually allocated (as adjusted to reflect any reallocations by reason of a subsequent Company or government audit or otherwise) to such Member for federal income tax purposes in the Company income tax returns filed with respect to such fiscal period and all prior fiscal periods (as adjusted or amended by reason of any subsequent Company or government audit or otherwise), reduced, but not below zero, by any tax deduction, loss or credit previously or currently allocated to such Member, then the Tax Liability Distribution to such Member for subsequent periods shall be reduc...
Tax Liability Distributions. The Company shall make cash distributions on or prior to April 15th of each year to each Member in an amount intended to enable such Member (or any Person whose tax liability is determined by reference to the income of such Member) to discharge its United States federal, state and local income tax liabilities arising from the allocations made pursuant to Article 5 with respect to the Company's operations in the preceding year (a "Tax Liability Distribution"). The amount of any such Tax Liability Distribution shall be equal to 40% of the amount of net taxable income and gain allocated to such Member pursuant to Article 5 with respect to the year for which the amount of any Tax Liability Distribution is being determined.
