Common use of Managing Member Discretion Regarding Recovery of Taxes Clause in Contracts

Managing Member Discretion Regarding Recovery of Taxes. Notwithstanding the foregoing, the Managing Member may choose not to recover an amount of Company Level Taxes or other taxes withheld or paid with respect to a Member under this Section 10.5 to the extent that there are no distributions to which such Member is entitled that may be offset by such amounts, if the Managing Member determines, in its reasonable discretion, that such a decision would be in the best interests of the Members (e.g., where the cost of recovering the amount of taxes withheld or paid with respect to such Member is not justified in light of the amount that may be recovered from such Member).

Appears in 18 contracts

Samples: Limited Liability Company Agreement (Kimbell Tiger Acquisition Corp), Limited Liability Company Agreement (Kimbell Tiger Acquisition Corp), Limited Liability Company Agreement (Kimbell Tiger Acquisition Corp)

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Managing Member Discretion Regarding Recovery of Taxes. Notwithstanding the foregoing, the Managing Member may choose not to recover an amount of Company Level Taxes or other taxes withheld or paid with respect to a Member under this Section 10.5 9.6 to the extent that there are no distributions to which such Member is entitled that may be offset by such amounts, amounts if the Managing Member determines, in its reasonable discretion, that such a decision would be in the best interests of the Members (e.g., where the cost of recovering the amount of taxes withheld or paid with respect to such Member is not justified in light of the amount that may be recovered from such Member).

Appears in 7 contracts

Samples: Limited Liability Company Agreement (Stronghold Digital Mining, Inc.), Limited Liability Company Agreement (Stronghold Digital Mining, Inc.), Limited Liability Company Agreement (Stronghold Digital Mining, Inc.)

Managing Member Discretion Regarding Recovery of Taxes. Notwithstanding the foregoing, the Managing Member may choose not to recover an amount of Company Level Taxes or other taxes withheld or paid with respect to a Member under this Section 10.5 9.5 to the extent that there are no distributions to which such Member is entitled that may be offset by such amounts, amounts if the Managing Member determines, in its reasonable discretion, that such a decision would be in the best interests of the Members (e.g., where the cost of recovering the amount of taxes withheld or paid with respect to such Member is not justified in light of the amount that may be recovered from such Member).

Appears in 5 contracts

Samples: Limited Liability Company Agreement (Hagerty, Inc.), Limited Liability Company Agreement (Hagerty, Inc.), Limited Liability Company Agreement (Aldel Financial Inc.)

Managing Member Discretion Regarding Recovery of Taxes. Notwithstanding the foregoing, the Managing Member may choose not to recover an amount of Company Level Taxes or other taxes withheld or paid with respect to a Member under this Section 10.5 9.5 to the extent that there are no distributions to which such Member is entitled that may be offset by such amounts, if the Managing Member determines, in its reasonable discretionGood Faith, that such a decision would be in the best interests of the Members (e.g., where the cost of recovering the amount of taxes withheld or paid with respect to such Member is not justified in light of the amount that may be recovered from such Member).

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Atlas Energy Solutions Inc.), Limited Liability Company Agreement (Atlas Energy Solutions Inc.)

Managing Member Discretion Regarding Recovery of Taxes. Notwithstanding the foregoing, the Managing Member may choose not to recover an amount of Company Level Taxes or other taxes withheld or paid with respect to a Member under this Section 10.5 9.5 to the extent that there are no distributions to which such Member is entitled that may be offset by such amounts, if the Managing Member determines, in its reasonable discretion, that such a decision would be in the best interests of the Members (e.g., where the cost of recovering the amount of taxes withheld or paid with respect to such Member is not justified in light of the amount that may be recovered from such Member).

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Archaea Energy Inc.), Limited Liability Company Agreement (Fortis Minerals, LLC)

Managing Member Discretion Regarding Recovery of Taxes. Notwithstanding the foregoing, the Managing Member may choose not to recover an amount of Company Level Taxes or other taxes withheld or paid with respect to a Member under this Section 10.5 to the extent that there are no distributions to which such Member is entitled that may be offset by such amounts, if the Managing Member determines, in its reasonable discretionGood Faith, that such a decision would be in the best interests of the Members (e.g., where the cost of recovering the amount of taxes withheld or paid with respect to such Member is not justified in light of the amount that may be recovered from such Member).

Appears in 2 contracts

Samples: Limited Liability Company Agreement (ProFrac Holding Corp.), Limited Liability Company Agreement (ProFrac Holding Corp.)

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Managing Member Discretion Regarding Recovery of Taxes. Notwithstanding the foregoing, the Managing Member may choose not to recover an amount of Company Level Taxes or other taxes withheld or paid with respect to a Member under this Section 10.5 9.5 to the extent that there are no distributions to which such Member is entitled that may be offset by such amounts, amounts if the Managing Member determines, in its reasonable discretionGood Faith, that such a decision would be in the best interests of the Members (e.g., where the cost of recovering the amount of taxes withheld or paid with respect to such Member is not justified in light of the amount that may be recovered from such Member).

Appears in 1 contract

Samples: Transaction Agreement (Contango Oil & Gas Co)

Managing Member Discretion Regarding Recovery of Taxes. Notwithstanding the foregoing, the Managing Member may choose not to recover an amount of Company Level Taxes or other taxes withheld or paid with respect to a Member under this Section 10.5 to the extent that there are no distributions to which such Member is entitled that may be offset by such amounts, if the Managing Member determines, in its reasonable discretion, that such a decision would be in the best interests of the Members (e.g., where the cost of recovering the amount of taxes withheld or paid with respect to such Member is not justified in light of the amount that may be recovered from such Member).

Appears in 1 contract

Samples: Limited Liability Company Agreement (Parsley Energy, Inc.)

Managing Member Discretion Regarding Recovery of Taxes. Notwithstanding the foregoing, the Managing Member may choose to not to recover an amount of Company Level Taxes or other taxes withheld or paid with respect to a Member under this Section 10.5 to the extent that there are no distributions to which such Member is entitled that may be offset by such amounts, 10.6 if the Managing Member determines, in its reasonable discretion, that such a decision would be in the best interests of the Members (e.g., where the cost of recovering the amount of taxes withheld or paid with respect to such Member is not justified in light of the amount that may be recovered from such Member).

Appears in 1 contract

Samples: Limited Liability Company Agreement (Magnolia Oil & Gas Corp)

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