Assumed Tax Liability. Means, (a) with respect to any taxable year beginning before 2020, an amount equal to (i) the cumulative amount of federal, state and local income taxes (including any applicable estimated taxes), determined taking into account the character of income and loss allocated utilizing the effective combined federal, state and local tax rate that is applicable to SEI, due from SEI in all prior taxable years and that the Managing Member estimates as of such 1 Tax Distribution Date would be due from... SEI in such taxable year, (1) assuming SEI earned solely the items of income, gain, deduction, loss, and/or credit allocated to it pursuant to Section 4.3, and (2) after taking proper account of loss carryforwards available to SEI resulting from losses allocated to SEI by the Company, to the extent not taken into account in prior periods, minus (ii) prior distributions made pursuant to Section 5.2(a)(i), and (b) with respect to taxable years beginning after 2019, an amount equal to (i) the cumulative amount of federal, state and local income taxes determined pursuant to (a)(i), plus (ii) an amount equal to the cumulative amount of taxable income of SEI in all prior taxable years or portions thereof up to and including the first taxable year beginning after 2019 multiplied by an assumed tax rate equal to the highest effective combined federal, state and local tax rate that is applicable to any Member, determined taking into account the character of income and loss allocated to SEI, and that the Managing Member estimates as of each Tax Distribution Date, (1) assuming SEI earned solely the items of income, gain, deduction, loss, and/or credit allocated to it pursuant to Section 4.3, and (2) after taking proper account of loss carryforwards available to SEI resulting from losses allocated to SEI by the Company, to the extent not taken into account in prior periods, minus (iii) prior distributions made pursuant to Section 5.2(a)(i); provided, however, that in calculating Assumed Tax Liability, all items of income and gain allocated to SEI pursuant to Section 4.3 with respect to items of income and gain allocated to SEI pursuant to Section 4.1(a) shall be excluded. For purposes of determining the Assumed Tax Liability, adjustments by reason of Sections 734(b) or 743(b) of the Code shall be taken into account.View More
