Additional Tax Distribution Amount definition

Additional Tax Distribution Amount means, for a Member with respect to a Tax Distribution Date, an amount equal to the excess (not to be less than zero) of (a) such Member’s Assumed Tax Liability for the last Fiscal Year ending prior to such Tax Distribution Date (in the case of any Tax Distribution Date described in clause (b) of the definition thereof) or an estimate of such Member’s Assumed Tax Liability as of the end of the quarterly portion of a Fiscal Year ending immediately prior to such Tax Distribution Date (in the case of any Tax Distribution Date described in clause (a) of the definition thereof), minus (b) the sum of (x) all distributions previously made to such Member pursuant to Section 5.1(a) during such Fiscal Year, (y) all distributions previously made to such Member pursuant to Section 5.2 with respect to such Fiscal Year, and (z) any distribution reasonably expected to be made to such Member pursuant to Section 5.2(a) at least five Business Days prior to the due date for the payment of taxes with respect to such Tax Distribution Date that is taken into account in the determination of available cash for purposes of Section 5.2(b). For purposes of this definition, each distribution under Section 5.1(a) shall first be considered to have been made in the prior Fiscal Year to the extent (i) such distribution is made before the Tax Distribution Date described in clause (b) of the definition thereof with respect to such prior Fiscal Year and (ii) the amount distributable on such Tax Distribution Date is otherwise positive for any Member.

Additional Tax Distribution Amount means, with respect to any Limited Partner for a Taxable Year that includes the date of this Agreement or begins after the date of this Agreement, an amount, not less than zero, determined by applying (i) the highest combined U.S. federal, state and local marginal rate of tax on income described in clause (ii) below applicable to a U.S. C corporation for such Taxable Year taking into account the deduction under Section 250 of the Code (or in the case of a Limited Partner or equityholder not taxed as a C corporation, the highest combined U.S. federal, state and local marginal rate of tax on income described in clause (ii) applicable to an individual resident of New York, NY taking into account the net investment income tax under Section 1411 and any limitations on deductions for state and local income tax rates under the Code, if applicable) to (ii) any amounts required to be included in income by such Limited Partner or its direct or indirect equityholders under Section 951 or Section 951A of the Code (excluding such income realized with respect to the portion of a Taxable Year ending prior to the Closing Date (computed assuming all relevant entities year ended on the Closing Date and used a “closing of the books” methodology for determining items that were realized in any hypothetical period ending on the Closing Date)) as a result of such Limited Partner’s ownership interest in the Partnership (including, for the avoidance of doubt, as a result of such direct or indirect equityholder’s status as a “United States shareholder” of such Limited Partner, or of another direct or indirect equityholder of such Limited Partner, in either case, that is a Controlled Foreign Corporation); provided that amounts described in clause (ii) shall be determined without regard to items of income, gain, loss or deduction that are not attributable to such Limited Partner’s or such equityholder’s (as the case may be) direct or indirect ownership interest in the Partnership.