Common use of Nonliquidating Distributions Clause in Contracts

Nonliquidating Distributions. The Manager will cause the Company to make distributions in the following manner: (i) At least quarterly (and, in any event on or before the applicable quarterly federal filing date for estimated federal income taxes), the Company shall distribute, to the extent there is cash available, to the Members, pro rata in accordance with their Percentage Interests, the Tax Distribution Amount with respect to such quarter by wire transfer in immediately available funds; provided that if, in the event that the income tax liability of the Company (or any of its Members with respect to taxes attributable to the income of the Company) is increased pursuant to an audit or challenge by a taxing authority (including if a voluntary payment is made to limit the accrual of interest on audit issues) or the filing of an amended tax return, the Manager shall increase the Tax Distribution Amount, by an amount sufficient to satisfy such tax liability increase, for the quarter during which (a) a settlement with respect to such matters is entered into with the taxing authority, (b) a decision of a court having jurisdiction with respect to such matters becomes final, (c) the applicable Member(s) make a voluntary tax payment to such taxing authority or (d) the amended tax return is filed; provided, however, that so long as there are any amounts outstanding under the Credit Agreement, in the event that there is a conflict between the provisions of this Section 5.4(a)(i) and the terms of the Credit Agreement with respect to the amount or the timing of the distributions under this Section 5.4(a)(i), the amount of the distribution under this Section 5.4(a)(i) shall be maximum amount permitted as a “Tax Distribution” as defined in Amendment No. 1 to the Credit Agreement for the relevant period under the Credit Agreement and the timing of such payment shall be as set forth in Amendment No. 1 to the Credit Agreement. (ii) The Manager, in its sole discretion, from time to time, may (but shall not be required to) declare and make additional distributions of Available Cash among all the Members, pro rata in accordance with their Percentage Interests.

Nonliquidating Distributions. The Manager will cause the Company to make distributions in the following manner: (i) At least quarterly (and, in any event on or before the applicable quarterly federal filing date for estimated federal income taxes), the Company shall distribute, to the extent there is cash available, to the Members, pro rata in accordance with their Percentage Interests, the an amount so that each Member receives at least its Tax Distribution Amount with respect to such quarter by wire transfer in immediately available funds; provided that if, in the event that the income tax liability of the Company (or any of its Members with respect to taxes attributable to the income of the Company) is increased pursuant to an audit or challenge by a taxing authority (including if a voluntary payment is made to limit the accrual of interest on audit issues) or the filing of an amended tax return, the Manager shall increase the Tax Distribution Amount, by an amount sufficient to satisfy for each Member such tax liability increase, for the quarter during which (a) a settlement with respect to such matters is entered into with the taxing authority, (b) a decision of a court having jurisdiction with respect to such matters becomes final, (c) the applicable Member(s) make a voluntary tax payment to such taxing authority or (d) the amended tax return is filed; provided, however, that so long as there are any amounts outstanding under the Credit Agreement, in the event that there is a conflict between the provisions of this Section 5.4(a)(i) and the terms of the Credit Agreement with respect to the amount or the timing of the distributions under this Section 5.4(a)(i), the amount of the distribution under this Section 5.4(a)(i) shall be maximum amount permitted as a “Tax Distribution” as defined in Amendment No. 1 to the Credit Agreement for the relevant period under the Credit Agreement and the timing of such payment shall be as set forth in Amendment No. 1 to the Credit Agreement. (ii) The Manager, in its sole discretion, from time to time, may (but shall not be required to) declare and make additional distributions of Available Cash among all the Members, pro rata in accordance with their Percentage Interests.this