Common use of Distribution Rules Clause in Contracts

Distribution Rules. (a) All amounts withheld pursuant to the Code or any provision of any state or local tax law with respect to any payment, distribution or allocation by the Company to the Members shall be treated as amounts distributed to the Members pursuant to this Article VIII for all purposes of this Agreement. The President is authorized and directed to withhold from distributions, or with respect to allocations, to the Members and to pay over to any Federal, state or local government any amounts required to be so withheld pursuant to the Code or any provision of any other Federal, state or local law and shall allocate such amounts to those Members with respect to which such amounts were withheld. Promptly upon learning of any requirement under any provision of the Code or any other applicable law requiring the Company to withhold any sum from a distribution to a Member or to make any payment to any taxing authority in respect of such Member, the Company shall give written notice to such Member of such requirement and, if practicable and if requested by such Member, shall cooperate with such Member in all lawful respects to minimize or to eliminate any such withholding or payment. (b) A Member shall not have the status of, and is not entitled to the remedies available to, a creditor of the Company with regard to distributions on its Membership Units that such Member becomes entitled to receive pursuant to this Agreement and the Delaware Act. (c) If any amounts owed by a Member to the Company pursuant to any of the Related Agreements are then due and payable, the Company shall have the right to withhold and offset all or part of such amounts from and against any distributions otherwise payable to such Member.

Distribution Rules. (a) All amounts required to be withheld pursuant to the Code or any provision of any state federal, state, local or local foreign tax law Law with respect to any payment, distribution or allocation by the Company to the one or more Members shall be treated as amounts distributed to the such Members pursuant to this Article VIII VII for all purposes of this Agreement. The President Company is authorized and directed to withhold from distributions, or with respect to allocations, to the Members and to pay over to any Federalfederal, state state, local or local foreign government any amounts required to be so withheld pursuant to the Code or any provision of any other Federalfederal, state state, local or local law foreign Law and shall allocate such amounts to those Members with respect to which such amounts were withheld. Promptly upon learning of any requirement under any provision of the Code or any other applicable law Law requiring the Company to withhold any sum from a distribution to a Member or to make any payment to any taxing authority in respect of such Member, the Company shall give written notice to such Member of such requirement and, if reasonably practicable and if requested by such Member, shall cooperate with such Member Member, at such Member’s expense, in all lawful respects to minimize or to eliminate any such withholding or payment. (b) A Member shall not have the status of, and is not entitled to the remedies available to, a creditor of the Company with regard to distributions on its Membership Units that such Member becomes entitled to receive pursuant to this Agreement and the Delaware Act. (c) If any amounts owed by a Member to the Company pursuant to any of the Related Agreements are then due and payable, the Company shall have the right to withhold and offset all or part of such amounts from and against any distributions otherwise payable to such Member.

Distribution Rules. (a) All amounts withheld pursuant to the Code or any provision of any state or local tax law Law with respect to any payment, distribution or allocation by the Company to the Members shall be treated as amounts distributed to the Members pursuant to this Article VIII VII for all purposes of this Agreement. The President Company is authorized and directed to withhold from distributionsdistribution, or with respect to allocations, to the Members and to pay over to any Federalfederal, state or local government any amounts required to be so withheld pursuant to the Code or any provision of any other Federalfederal, state or local law Law and shall allocate such amounts to those Members with respect to which such amounts were withheld. In the event that the Company is obligated to pay any taxes with respect to any Member and there are no distributions being made to such Member at such time or such distributions are insufficient to cover such taxes, the Company may require such Member to pay to the Company the amount of such tax required to be paid that is in excess of any such distributions (which amount such Member shall pay to the Company immediately upon request of the Company). Promptly upon learning of any requirement under any provision of the Code or any other applicable law Law requiring the Company to withhold any sum from a distribution to a Member or to make any payment to any taxing authority in respect of such Member, the Company shall give written notice to such Member of such requirement and, if practicable and if requested by such Member, shall cooperate with such Member in all lawful respects to minimize or to eliminate any such withholding or payment. (b) A Member shall not have the status of, and is not entitled to the remedies available to, a creditor of the Company with regard to distributions on its Membership Units that such Member becomes entitled to receive pursuant to this Agreement and the Delaware Act. (c) If any amounts owed by a Member to the Company pursuant to any of the Related Agreements are then due and payable, the Company shall have the right to withhold and offset all or part of such amounts from and against any distributions otherwise payable to such Member.

Distribution Rules. (a) All amounts withheld pursuant to the Code or any provision of any state or local tax law with respect to any payment, distribution or allocation by the Company to the Members shall be treated as amounts distributed to the Members pursuant to this Article VIII for all purposes of this Agreement. The President is authorized and directed to withhold from distributionsdistribution, or with respect to allocations, to the Members and to pay over to any Federal, state or local government any amounts required to be so withheld pursuant to the Code or any provision of any other Federal, state or local law and shall allocate such amounts to those Members with respect to which such amounts were withheld. Promptly upon learning of any requirement under any provision of the Code or any other applicable law requiring the Company to withhold any sum from a distribution to a Member or to make any payment to any taxing authority in respect of such Member, the Company shall give written notice to such Member of such requirement and, if practicable and if requested by such Member, shall cooperate with such Member in all lawful respects to minimize or to eliminate any such withholding or payment. (b) A Member shall not have the status of, and is not entitled to the remedies available to, a creditor of the Company with regard to distributions on its Membership Units that such Member becomes entitled to receive pursuant to this Agreement and the Delaware California Act. (c) If any amounts owed by a Member to the Company pursuant to any of the Related Agreements are then due and payable, the Company shall have the right to withhold and offset all or part of such amounts from and against any distributions otherwise payable to such Member.

Distribution Rules. (ai) All amounts withheld pursuant to the Code or any provision of any state or local tax law with respect to any payment, distribution or allocation by the Company to the Members shall be treated as amounts distributed to the Members pursuant to this Article VIII Section 11 for all purposes of this Agreement. The President Company is authorized and directed to withhold from distributionsdistribution, or with respect to allocations, to the Members and to pay over to any Federalfederal, state or local government any amounts required to be so withheld pursuant to the Code or any provision of any other Federalfederal, state or local law and shall allocate such amounts to those Members with respect to which such amounts were withheld. Promptly upon learning of any requirement under any provision of the Code or any other applicable law requiring the Company to withhold any sum from a distribution to a Member or to make any payment to any taxing authority in respect of such Member, the Company shall give written notice to such Member of such requirement and, if practicable and if requested by such Member, shall cooperate with such Member in all lawful respects to minimize or to eliminate any such withholding or payment. (bii) A Member shall not have the status of, and is not entitled to the remedies available to, a creditor of the Company with regard to distributions on its Membership Units that such Member becomes entitled to receive pursuant to this Agreement and the Delaware Act. (c) If any amounts owed by a Member to the Company pursuant to any of the Related Agreements are then due and payable, the Company shall have the right to withhold and offset all or part of such amounts from and against any distributions otherwise payable to such Member.