Tax Payment Distributions. The Company shall make distributions to Members in an amount sufficient to pay the maximum estimated state and federal tax liability of each Member calculated as the product of: (a) the amount of the maximum estimated, projected distributions reportable on each Member’s respective K-1 attachments to their respective tax returns for the current tax year (b) multiplied by an imputed tax rate of Forty Percent (40%). In addition, because the Company has elected to be categorized as a partnership for both federal and state tax purposes, the Members will be taxed on a share of items of profit or loss of the Company. The Members desire that the Company make tax distributions in order to provide all Members the cash necessary to avoid the imposition of penalties by federal and state taxing authorities. The Company shall make tax distributions to all Members on or before March 15, June 1, September 1, and December 1 of each year in proportion to their Ownership Units. The amount of the tax distribution shall be determined by the Company, but shall be in an amount reasonably calculated to ensure each Member (or if any Member is a limited liability company, the members of such constituent limited liability company, as the case may be) shall be able to make quarterly estimated tax payments on the estimated income derived from the Company in an amount equal to the lowest amount required to be paid by an individual pursuant to Code Section 6654 to avoid the assessment of any penalty. For the purpose of computing the tax distributions, it shall be assumed that all income deemed to be received by all Members is taxable at the highest marginal tax rate imposed on the ordinary income of individuals under the Federal Income Tax laws.
Tax Payment Distributions. 7.7.1 Subject to Clause 7.5, distributions shall be made to the US Member and the Non-US Members on a quarterly basis, to be made, for each Financial Quarter, no later than one (1) week before any estimated tax payment is due by SG, in an aggregate amount determined by multiplying the estimated net income attributable to the US Business for that Financial Quarter (in the case of each of the US Member and RBS) and the estimated net income attributable to the Non-US Business for that Financial Quarter (in the case of the Non-US Member and RBS) by an assumed effective tax rate reasonably determined by the Board. Such effective tax rate will be the highest of the marginal tax rates of any of RBS, SG and SETI for such Financial Year, calculated by taking into account all applicable U.S. federal, state, local and foreign statutory tax rates for each such Member.
7.7.2 Any amounts distributed to a Member pursuant to this Clause 7.7 in respect of any quarter will be treated as if such amounts had been distributed to such Member pursuant to Clause 7.2 for the Financial Year in which such quarter occurs, and thus will reduce, dollar for dollar, the amounts otherwise distributable to such Member pursuant to Clause 7.2.
7.7.3 If the aggregate amount distributed to any Member under this Clause 7.7 during any Financial Year exceeds the amount (determined without regard to Clause 7.5) to be distributed to such Member under Clause 7.2 in respect of such Financial Year, such Member shall promptly repay such excess to the Partnership.
7.7.4 If, in respect of any Financial Quarter, the Partnership fails to make any distribution to any Sempra Member under Clause 7.7.1 on or prior to the date required therein and such Sempra Member is required to make an estimated tax payment, the amount of such estimated tax payment shall be deemed a “Sempra Undistributed Tax Payment” from the last day of such Financial Quarter until the earlier of (i) the Year End Date of the Financial Year in which such Financial Quarter occurs and (ii) the date on which such distribution is made to the relevant Sempra Member.
Tax Payment Distributions. Subject to any restrictions in the Indenture, the Board shall cause the Company to make distributions or payments of Available Cash, if any, to Members for each Fiscal Year in amounts sufficient to pay the federal, state and local tax liability of such Members in respect of the allocation to them of Profits and items of income and gain for that Fiscal Year in excess of Losses and items of loss and deduction previously allocated to them (to the extent such Losses and items of loss and deduction have not offset a previous Fiscal Year’s profits or items of income and gain) pursuant to this Agreement, determined using an assumed combined tax rate of forty per cent (40%). Partial distributions made to the Members under this Section 11.2 will be made in proportion to their respective amounts calculated under the preceding sentence. The Company may make such tax distributions on an estimated basis with respect to each of the first three calendar quarters and a final tax distribution at, before, or following the close of the calendar year; and in any event will use commercially reasonable efforts to make any such distributions not previously made in respect of a calendar year within 90 days following the close of that calendar year. Distributions made to a Member pursuant to this Section 11.2 will (to the extent not previously taken into account pursuant to this sentence) offset the next distribution(s) to be made to that Member under the relevant subparagraph(s) of Section 11.1 on a dollar-for-dollar basis and will be deemed to have been made to that Member under the relevant subparagraphs(s) of Section 11.1 when so applied.
Tax Payment Distributions. (a) If the Board determines that the Company is expected to have taxable income for federal income Tax purposes in any Fiscal Year and the Board elects to make a distribution pursuant to this Section 4.4, not more than thirty days after the end of each fiscal quarter in that Fiscal Year, the Company will distribute cash to the Members in proportion to the amount of taxable income allocated to each of them for that Fiscal Year. The amount to be distributed as tax payment distributions will be based on the maximum federal income tax rate then applicable to corporations, increased by five percentage points or other rate as the Board determines is appropriate to account for expected state income Taxes net of the benefit of deducting such Taxes for federal purposes, initially 40%.
(b) Any distribution made to a Member under this Section 4.4 will be treated as having been distributed to that Member under the applicable provisions of Section 4.2 or Section 4.3, and will reduce, dollar for dollar, the amounts to which that Member would otherwise be entitled under Section 4.2 and Section 4.3, so that the cumulative amounts distributed to the Members under this LLC Agreement will be the same as the respective amounts that the Members would have received if no distributions had been made under this Section 4.4.
Tax Payment Distributions. On or before the fifth day after the LLC files IRS Form 1065 with the Internal Revenue Service for a Fiscal Year, the LLC shall distribute to the Members an amount equal to the excess of (a) the LLC’s net taxable income and gain allocable to the Members for such Fiscal Year multiplied by thirty-five percent (35%) over (b) the amount of cash otherwise distributed in the Fiscal Year. Distributions pursuant to this Section 8.2 shall be made to each Member pro rata in the proportions by which the LLC’s net taxable income for such Fiscal Year has been allocated to the Members under Section 7. Such distributions shall be credited against any distributions to Members under Section 8.1, as applicable, and shall not be in addition to distributions under such Section. Notwithstanding the foregoing provisions of this Section 8.2, no such tax distribution shall be made to the extent that Net Cash Flow is not to be distributed pursuant to Section 8.1(a) or (c).
Tax Payment Distributions. Except as otherwise prohibited by applicable law, and subject to available cash resources of the Company, or unless otherwise determined by the Manager(s), the Company shall use all commercially reasonable efforts to make cash distributions to the Members pro-rata in accordance with the Member’s respective Percentage Interests no later than fourteen (14) days prior to the estimated federal tax payment deadline of each calendar quarter, an amount equal to the product of: (i) the highest marginal federal tax rate under the Code plus the highest marginal income tax rate imposed by the State of Oklahoma, or other applicable state or city income tax, times (ii) the taxable income of the Company determined in accordance with Section 703(a) of the Code, for the quarter arising from pass- through taxable income attributable to ownership of Units of Membership Interest in the Company. The amount distributable to any Member pursuant to Section 7.2 and Section 7.3 shall be reduced by the amount distributable to any Member pursuant to this Section 7.4.
Tax Payment Distributions
