Common use of Distributions Prior to Dissolution Clause in Contracts

Distributions Prior to Dissolution. (a) Except as provided in Section 10.3 and Section 5.1(b), all distributions on and after the date of this Agreement shall be made to the Partners in proportion to their respective Percentage Interests. (b) Available Cash shall be distributed to the Partners at the following times and in the following amounts: (i) Subject to the provisions of the outstanding indebtedness of the Partnership, on or before the fifth business day prior to the date an estimated tax payment is due for a Partner, Available Cash shall be distributed to each Partner in an amount equal to the product of (1) the highest combined marginal individual or corporate federal, state and local income tax rates ((i) including, to the extent applicable, if any, alternative minimum tax and (ii) taking into account any federal tax benefit for a deduction for state and local taxes) applicable to the taxable income of the Partnership allocated to any Partner and in effect at the time of the distribution without regard to the identity or tax status of the Partners receiving the allocation of taxable income, times (2) the remainder, if any, of (A) the product of 25, 50, 75 or 100 percent for the first (1st), second (2nd), third (3rd) or fourth (4th) required estimated tax installment payment for the fiscal year, respectively, times (a) the cumulative (as annualized) taxable income to be allocated to such Partner pursuant to Section 5.3 for such fiscal year less (b) the cumulative taxable loss that has been allocated to such Partner to the extent such loss has not previously reduced taxable income pursuant to this provision, as estimated by the General Partner in good faith as of the day for payment, minus (B) the sum of the cumulative distributions to such Partner pursuant to this provision for each prior required estimated tax installment payment during such fiscal year and the cumulative distributions made to the Partners pursuant to Section 5.1(b)(iii)(B) to the extent such distributions have not previously reduced distributions pursuant to this Section 5.1(b)(i); and (ii) Upon notice from the General Partner, the Partners or the Partnership, as the case may be, will reimburse the other for any difference between the amount of distributions made to the Partners pursuant to Section 5.1(b)(i) and the amount of distributions that would have been made based on the actual taxable income reported on the Partnership’s tax return for such fiscal year (the “Reimbursed Amount”). The General Partner shall provide notice to the Partners of the Reimbursed Amount as soon as practicable after the end of each fiscal year of the Partnership. Such Reimbursed Amount shall be effected by adjusting distributions made to Partners in the next succeeding fiscal year and, thereafter, by the Reimbursed Amount until the Reimbursed Amount is zero; and (iii) Any remaining Available Cash shall be distributed to the Partners at such times and in such amounts as the General Partner shall determine as follows: (A) First, 100% to the General Partner and GPC Inc. in proportion to their Percentage Interests until such Partners receive aggregate distributions equal to the Catch Up Amount; and (B) Thereafter, to the Partners in proportion to their Percentage Interests.

Distributions Prior to Dissolution. (a) Except as provided in Section 10.3 and Section 5.1(b), all distributions on and after the date of this Agreement shall be made to the Partners in proportion to their respective Percentage Interests. (b) Available Cash shall be distributed to the Partners at the following times and in the following amounts: (i) Subject to the provisions of the outstanding indebtedness of the Partnership, on or before the fifth business day prior to the date an estimated tax payment is due for a Partner, Available Cash shall be distributed to each Partner in an amount equal to the product of (1) the highest combined marginal individual or corporate federal, state and local income tax rates ((i) including, to the extent applicable, if any, alternative minimum tax and (ii) taking into account any federal tax benefit for a deduction for state and local taxes) applicable to the taxable income of the Partnership allocated to any a Partner and in effect at the time of the distribution without regard to the identity or tax status of the Partners receiving the allocation of taxable incomedistribution, times (2) the remainder, if any, of (A) the product of 25, 50, 75 or 100 percent for the first (1st), second (2nd), third (3rd) or fourth (4th) required estimated tax installment payment for the fiscal year, respectively, times (a) the cumulative (as annualized) taxable income to be allocated to such Partner pursuant to Section 5.3 for such fiscal year less (b) the cumulative taxable loss that has been allocated to such Partner to the extent such loss has not previously reduced taxable income pursuant to this provision, as estimated by the Managing General Partner by GP Action in good faith as of the day for payment, minus (B) the sum of the cumulative distributions to such Partner pursuant to this provision for each prior required estimated tax installment payment during such fiscal year and the cumulative distributions made to the Partners pursuant to Section 5.1(b)(iii)(B) to the extent such distributions have not previously reduced distributions pursuant to this Section 5.1(b)(i); and (ii) Upon notice from the Managing General PartnerPartner by GP Action, the Partners or the Partnership, as the case may be, will reimburse the other for any difference between the amount of distributions made to the Partners pursuant to Section 5.1(b)(i) and the amount of distributions that would have been made based on the actual taxable income reported on the Partnership’s 's tax return for such fiscal year (the “"Reimbursed Amount”"). The Managing General Partner shall provide notice to the Partners of the Reimbursed Amount as soon as practicable after the end of each fiscal year of the Partnership. Such Reimbursed Amount shall be effected by adjusting distributions made to Partners in the next succeeding fiscal year and, thereafter, by the Reimbursed Amount until the Reimbursed Amount is zero; and (iii) Any remaining Available Cash shall be distributed to the Partners at such times and in such amounts as the Managing General Partner by GP Action shall determine as follows: (A) First, 100% to the General Partner Investor GP and GPC Inc. Investor LP in proportion to their Percentage Interests until such Partners receive aggregate distributions equal to the Catch Up Amount; and (B) Thereafter, to the Partners in proportion to their Percentage Interests.

Distributions Prior to Dissolution. (a) Except as provided in Section 10.3 and Section 5.1(b), all distributions on and after the date of this Agreement shall be made to the Partners in proportion to their respective Percentage Interests. (b) Available Cash shall be distributed to the Partners at the following times and in the following amounts: (i) Subject to the provisions of the outstanding indebtedness of the Partnership, on or before the fifth business day prior to the date an estimated tax payment is due for a Partner, Available Cash shall be distributed to each Partner in an amount equal to the product of (1) the highest combined marginal individual or corporate federal, state and local income tax rates ((i) including, to the extent applicable, if any, alternative minimum tax and (ii) taking into account any federal tax benefit for a deduction for state and local taxes) applicable to the taxable income of the Partnership allocated to any Partner and in effect at the time of the distribution without regard to the identity or tax status of the Partners receiving the allocation of taxable income, times (2) the remainder, if any, of (A) the product of 25, 50, 75 or 100 percent for the first (1st), second (2nd2nd ), third (3rd) or fourth (4th) required estimated tax installment payment for the fiscal year, respectively, times (a) the cumulative (as annualized) taxable income to be allocated to such Partner pursuant to Section 5.3 for such fiscal year less (b) the cumulative taxable loss that has been allocated to such Partner to the extent such loss has not previously reduced taxable income pursuant to this provision, as estimated by the General Partner in good faith as of the day for payment, minus (B) the sum of the cumulative distributions to such Partner pursuant to this provision for each prior required estimated tax installment payment during such fiscal year and the cumulative distributions made to the Partners pursuant to Section 5.1(b)(iii)(B) to the extent such distributions have not previously reduced distributions pursuant to this Section 5.1(b)(i); and (ii) Upon notice from the General Partner, the Partners or the Partnership, as the case may be, will reimburse the other for any difference between the amount of distributions made to the Partners pursuant to Section 5.1(b)(i) and the amount of distributions that would have been made based on the actual taxable income reported on the Partnership’s tax return for such fiscal year (the “Reimbursed Amount”). The General Partner shall provide notice to the Partners of the Reimbursed Amount as soon as practicable after the end of each fiscal year of the Partnership. Such Reimbursed Amount shall be effected by adjusting distributions made to Partners in the next succeeding fiscal year and, thereafter, by the Reimbursed Amount until the Reimbursed Amount is zero; and (iii) Any remaining Available Cash shall be distributed to the Partners at such times and in such amounts as the General Partner shall determine as follows: (A) Firstdetermine, 100% to the General Partner and GPC Inc. in proportion to their Percentage Interests until such Partners receive aggregate distributions equal to the Catch Up Amount; and (B) Thereafterthereafter, to the Partners in proportion to their Percentage Interests.