Common use of Indemnification and Reimbursement for Payments on Behalf of a Member Clause in Contracts

Indemnification and Reimbursement for Payments on Behalf of a Member. Except as otherwise provided in Sections 4.5 and 7.5, if the Company is required by law to make any payment to a Governmental Entity that is specifically attributable to a Member or a Member’s status as such (including federal withholding taxes, state personal property taxes, and state unincorporated business taxes), then such Member shall indemnify and contribute to the Company in full the entire amount paid (including interest, penalties and related expenses). The Board may offset Distributions to which a Person is otherwise entitled under this Agreement against such Person’s obligation to indemnify the Company under this Section 6.8. A Member’s obligation to indemnify and make contributions to the Company under this Section 6.8 shall survive the termination, dissolution, liquidation and winding up of the Company, and for purposes of this Section 6.8, the Company shall be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each Member under this Section 6.8, including instituting a lawsuit to collect such indemnification and contribution with interest at the applicable statutory rate.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Calavo Growers Inc), Limited Liability Company Agreement (Calavo Growers Inc), Limited Liability Company Agreement (Calavo Growers Inc)

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Indemnification and Reimbursement for Payments on Behalf of a Member. Except as otherwise provided in Sections 4.5 and 7.5, if If the Company is required by law to make any payment to a Governmental Entity that is specifically attributable to a Member or a Member’s status as such (including federal withholding taxes, state or local personal property taxes, taxes and state or local unincorporated business taxes), then such Member shall indemnify and contribute to the Company in full for the entire amount paid (including interest, penalties and related expenses). The Board Managing Member may offset Distributions distributions to which a Person is otherwise entitled under this Agreement against such Person’s obligation to indemnify the Company under this Section 6.85.4. A Member’s obligation to indemnify and make contributions to the Company under this Section 6.8 5.4 shall survive the termination, dissolution, liquidation and winding up of the Company, and for purposes of this Section 6.85.4, the Company shall be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each Member under this Section 6.85.4, including instituting a lawsuit to collect such indemnification and contribution indemnification, with interest calculated at a rate equal to 10 percent (but not in excess of the applicable statutory ratehighest rate per annum permitted by law).

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Duff & Phelps Corp), Limited Liability Company Agreement (Duff & Phelps Corp)

Indemnification and Reimbursement for Payments on Behalf of a Member. Except as otherwise provided in Sections 4.5 and 7.5, if If the Company is required by law obligated to make pay any amount to a Governmental Entity (or otherwise makes a payment to a Governmental Entity Entity) that is specifically attributable to a Member or a Member’s status as such (including federal withholding taxes, state personal property taxes, and state unincorporated business taxes), then such Member Person shall indemnify and contribute to the Company in full for the entire amount paid (including interest, penalties and related expenses). The Board Management Committee may offset Distributions to which a Person is otherwise entitled under this Agreement against such Person’s obligation to indemnify the Company under this Section 6.8C5. A Member’s obligation to indemnify and make contributions to the Company under this Section 6.8 C5 shall survive the termination, dissolution, liquidation and winding up of the Company, and for purposes of this Section 6.8C5, the Company shall be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each Member under this Section 6.8C5, including instituting a lawsuit to collect such indemnification and contribution with interest calculated at a rate equal to the applicable statutory ratePrime Rate plus three percentage (3%) points per annum (but not in excess of the highest rate per annum permitted by law).

Appears in 1 contract

Samples: Limited Liability Company Agreement (M Wave Inc)

Indemnification and Reimbursement for Payments on Behalf of a Member. Except as otherwise provided in Sections 4.5 and 7.5, if If the Company is required by law to make any payment to a Governmental Entity that is specifically attributable to a Member or a Member’s status as such (including federal withholding taxesTaxes, state personal property taxesTaxes, and state unincorporated business taxesTaxes), then such Member shall indemnify and contribute to the Company in full for the entire amount paid (including interest, penalties and related expenses). The Board may offset Distributions and Tax Distributions to which a Person is otherwise entitled under this Agreement against such Person’s obligation to indemnify the Company under this Section 6.85.7 or with respect to any other amounts owed by the Member to the Company or any Company Subsidiary. A Member’s obligation to indemnify and make contributions to the Company under this Section 6.8 5.7 shall survive the termination, dissolution, liquidation and winding up of the Company, and for purposes of this Section 6.85.7, the Company shall be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each Member under this Section 6.8, including instituting a lawsuit to collect such indemnification and contribution with interest at the applicable statutory rate5.7.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Driven Brands Holdings Inc.)

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Indemnification and Reimbursement for Payments on Behalf of a Member. Except as otherwise provided in Sections 4.5 and 7.5, if If the Company is required by law to make any payment to a Governmental Entity that is specifically attributable to a Member or a Member’s status as such (including including, without limitation, federal withholding taxes, state or local personal property taxes, and state or local unincorporated business taxes), then such Member shall indemnify and contribute to the Company in full for the entire amount paid (including interest, penalties and related expenses). The Board of Directors may offset Distributions to which a Person is otherwise entitled under this Agreement against such Person’s obligation to indemnify the Company under this Section 6.84.6. A Member’s obligation to indemnify and make contributions to the Company under this Section 6.8 4.6 shall survive the termination, dissolution, liquidation and winding up of the Company, and for purposes of this Section 6.84.6, the Company shall be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each Member under this Section 6.84.6, including instituting a lawsuit to collect such indemnification and contribution contribution, with interest calculated at a rate equal to the applicable statutory rateBase Rate plus three percentage points per annum (but not in excess of the highest rate per annum permitted by law).

Appears in 1 contract

Samples: Limited Liability Company Agreement (Chefs' Warehouse Holdings, LLC)

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