Common use of Non-U.S. Taxes Clause in Contracts

Non-U.S. Taxes. The Company may be subject to withholding and other taxes imposed by, and the Non-U.S. Person might be subject to, taxation and reporting requirements in non-U.S. jurisdictions. It is possible that tax conventions between such countries and the U.S. (or another jurisdiction in which a non-U.S. Member is a resident) might reduce or eliminate certain of such taxes. It is also possible that in some cases, if the Non-U.S. Person is a taxable Member, it might be entitled to claim U.S. tax credits or deductions with respect to such taxes, subject to certain limitations under applicable law. The Company will treat any such tax withheld from or otherwise payable with respect to income allocated to the Company as cash the Company received and will treat the Non-U.S. Person as receiving a payment equal to the portion of such tax that is attributable to it. Similar provisions would apply in the case of taxes the Company is required to withhold. Mythic Collection, LLC Amended and Restated Company Agreement Defined terms are capitalized in this Agreement and may also appear in the Series Agreement. The singular form of any term defined below shall include the plural form and the plural form shall include the singular. Whenever they appear capitalized in this Agreement, the following terms shall have the meanings set forth below unless the context clearly requires a different interpretation: Act shall mean the Delaware Limited Liability Company Act, as codified in the Delaware Code, Title 6, Chapter 18, as may be amended from time to time, unless a superseding Act governing limited liability companies is enacted by the state legislature and given retroactive effect or repeals this Act in such a manner that it can no longer be applied to interpret the Agreement or Series Agreement, in which case “Act” shall automatically refer to the new Act, where applicable, to the extent such re-interpretation is not contrary to the express provisions of the Agreement or a Series Agreement. Additional Capital Contribution shall mean any voluntary contribution to the capital of a Series in cash, property, or services by a Member made subsequent to the Member’s initial Capital Contribution in response to a Series Manager’s requires for voluntary Additional Capital Contributions.

Appears in 6 contracts

Samples: Series Limited Liability Company Agreement (Mythic Collection, LLC), Series Limited Liability Company Agreement (Mythic Collection, LLC), Series Limited Liability Company Agreement (Mythic Collection, LLC)

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Non-U.S. Taxes. The Company may be subject to withholding and other taxes imposed by, and the Non-U.S. Person might be subject to, taxation and reporting requirements in non-U.S. jurisdictions. It is possible that tax conventions between such countries and the U.S. (or another jurisdiction in which a non-U.S. Member is a resident) might reduce or eliminate certain of such taxes. It is also possible that in some cases, if the Non-U.S. Person is a taxable Member, it might be entitled to claim U.S. tax credits or deductions with respect to such taxes, subject to certain limitations under applicable law. The Company will treat any such tax withheld from or otherwise payable with respect to income allocated to the Company as cash the Company received and will treat the Non-U.S. Person as receiving a payment equal to the portion of such tax that is attributable to it. Similar provisions would apply in the case of taxes the Company is required to withhold. Mythic Collection, LLC Amended and Restated Company Agreement Appendix D: Definitions Defined terms are capitalized in this Agreement and may also appear in the Series Agreement. The singular form of any term defined below shall include the plural form and the plural form shall include the singular. Whenever they appear capitalized in this Agreement, the following terms shall have the meanings set forth below unless the context clearly requires a different interpretation: Act shall mean Delaware Limited Liability Company Act, as codified in the Delaware Limited Liability Company Act, as codified in the Delaware CodeLimited Liability Company Act, Title 66 Del.C. § 18-101, Chapter 18et seq., as may be amended from time to time, unless a superseding Act governing limited liability companies is enacted by the state legislature and given retroactive effect or repeals this Act in such a manner that it can no longer be applied to interpret the Agreement or Series this Agreement, in which case “Act” Act shall automatically refer to the new Act, where applicable, to the extent such re-interpretation is not contrary to the express provisions of the Agreement or a Series Agreement. Additional Capital Contribution shall mean any voluntary contribution to the capital of a Series the Company in cash, property, or services by a Member made subsequent to the Member’s initial Capital Contribution Contribution. Additional Member shall mean any Person that is admitted to the Company as a new or additional member, based on the affirmative vote of the Class A Members holding a majority of the Class A Percentage Interests, (except in response the event of a failed capital call - see Article 2.3), after offering of Interests to new Members has been closed by the Manager. Advance, Advances or Member Loans shall have meanings as provided in Article 3 hereof. Affiliate or Affiliated shall mean any Person controlling or controlled by or under common control with the Manager or a Series Member wherein the Manager or Member retains greater than fifty percent (50%) control of the Affiliate if an entity. Agreement or Operating Agreement shall mean this written agreement, which shall govern the affairs of the Company and the conduct of its business consistent with the Act or the Certificate of Formation, including all amendments thereto. No other document or other agreement between the Members shall be treated as part or superseding this Agreement unless it has been signed by all of the Members. This Operating Agreement will supersede any prior versions of the Operating Agreement. Article when capitalized and followed by a number refers the sections of this Operating Agreement and its Appendices. Asset or Company Asset shall mean any real or personal property owned by the Company. Asset Management Fee shall mean a fee payable to the Manager in an annual amount equal to 1.75% of the total aggregate amount of capital contributions invested in Royalty Interests (taking into account investments and divestments), payable monthly. The Management Fee shall be for the purpose of covering all of the Manager’s requires for voluntary Additional Capital Contributionsoperating costs and all Organization Expenses and Offering Expenses.

Appears in 2 contracts

Samples: Operating Agreement (Pf Royalty I LLC), Operating Agreement (Pf Royalty I LLC)

Non-U.S. Taxes. The Company may be subject to withholding and other taxes imposed by, and the Non-U.S. Person might be subject to, taxation and reporting requirements in non-U.S. jurisdictions. It is possible that tax conventions between such countries and the U.S. (or another jurisdiction in which a non-U.S. Member is a resident) might reduce or eliminate certain of such taxes. It is also possible that in some cases, if the Non-U.S. Person is a taxable Member, it might be entitled to claim U.S. tax credits or deductions with respect to such taxes, subject to certain limitations under applicable law. The Company will treat any such tax withheld from or otherwise payable with respect to income allocated to the Company as cash the Company received and will treat the Non-U.S. Person as receiving a payment equal to the portion of such tax that is attributable to it. Similar provisions would apply in the case of taxes the Company is required to withhold. Mythic Collection, LLC Amended and Restated Company Agreement Defined terms are capitalized in this Agreement and may also appear in the Series Agreement. The singular form of any term defined below shall include the plural form and the plural form shall include the singular. Whenever they appear capitalized in this Agreement, the following terms shall have the meanings set forth below unless the context clearly requires a different interpretation: Act shall mean Delaware Limited Liability Company Act, as codified in the Delaware Limited Liability Company Act, as codified in the Delaware CodeLimited Liability Company Act, Title 66 Del.C. § 18-101, Chapter 18et seq., as may be amended from time to time, unless a superseding Act governing limited liability companies is enacted by the state legislature and given retroactive effect or repeals this Act in such a manner that it can no longer be applied to interpret the Agreement or Series this Agreement, in which case “Act” Act shall automatically refer to the new Act, where applicable, to the extent such re-interpretation is not contrary to the express provisions of the Agreement or a Series Agreement. Additional Capital Contribution shall mean any voluntary contribution to the capital of a Series the Company in cash, property, or services by a Member made subsequent to the Member’s initial Capital Contribution. Additional Member shall mean any Person that is admitted to the Company as a new or additional member, based on the affirmative vote of the Class A Members holding a majority of the Class A Percentage Interests, (except in the event of a failed capital call - see Article 2.3), after offering of Interests to new Members has been closed by the Manager. Advance, Advances or Member Loans shall have meanings as provided in Article 3 hereof. Affiliate or Affiliated shall mean any Person controlling or controlled by or under common control with the Manager or a Member wherein the Manager or Member retains greater than fifty percent (50%) control of the Affiliate if an entity. Agreement or Operating Agreement shall mean this written agreement, which shall govern the affairs of the Company and the conduct of its business consistent with the Act or the Certificate of Formation, including all amendments thereto. No other document or other agreement between the Members shall be treated as part or superseding this Agreement unless it has been signed by all of the Members. This Operating Agreement will supersede any prior versions of the Operating Agreement. Article when capitalized and followed by a number refers the sections of this Operating Agreement and its Appendices. Asset or Company Asset shall mean any real or personal property owned by the Company. Bankrupt or Bankruptcy means, with respect to any Person, being the subject of an order for relief under Title 11 of the United States Code, or any successor statute or other statute in any foreign jurisdiction having like import or effect. Capital Account shall mean the amount of the capital interest of a Member in the Company consisting of that Member’s original contribution, as (1) increased by any additional contributions and by that Member’s share of the Company Profits, and (2) decreased by any Distribution to that Member and by that Member’s share of the Company’s Losses. Capital Contribution or Contribution shall mean any contribution to the capital of the Company in response cash, property, or services by a Member whenever made. Capital Transaction shall mean the sale or disposition of a Company Asset. Certificate of Formation shall mean the document filed with the Delaware Secretary of State pursuant to a Series Manager’s requires for voluntary Additional Capital Contributionsthe formation of the Company, and any amendments thereto or restatements thereof. Class A Interests shall mean the Units purchased by the Class A Members.

Appears in 1 contract

Samples: Operating Agreement (Pf Royalty I LLC)

Non-U.S. Taxes. The Company may be subject to withholding and other taxes imposed by, and the Non-U.S. Person might be subject to, taxation and reporting requirements in non-U.S. jurisdictions. It is possible that tax conventions between such countries and the U.S. (or another jurisdiction in which a non-U.S. Member is a resident) might reduce or eliminate certain of such taxes. It is also possible that in some cases, if the Non-U.S. Person is a taxable Member, it might be entitled to claim U.S. tax credits or deductions with respect to such taxes, subject to certain limitations under applicable law. The Company will treat any such tax withheld from or otherwise payable with respect to income allocated to the Company as cash the Company received and will treat the Non-U.S. Person as receiving a payment equal to the portion of such tax that is attributable to it. Similar provisions would apply in the case of taxes the Company is required to withhold. Mythic Collection, LLC Amended and Restated Company Agreement Appendix D: Definitions Defined terms are capitalized in this Agreement and may also appear in the Series Agreement. The singular form of any term defined below shall include the plural form and the plural form shall include the singular. Whenever they appear capitalized in this Agreement, the following terms shall have the meanings set forth below unless the context clearly requires a different interpretation: Act shall mean Delaware Limited Liability Company Act, as codified in the Delaware Limited Liability Company Act, as codified in the Delaware CodeLimited Liability Company Act, Title 66 Del.C. § 18-101, Chapter 18et seq., as may be amended from time to time, unless a superseding Act governing limited liability companies is enacted by the state legislature and given retroactive effect or repeals this Act in such a manner that it can no longer be applied to interpret the Agreement or Series this Agreement, in which case “Act” Act shall automatically refer to the new Act, where applicable, to the extent such re-interpretation is not contrary to the express provisions of the Agreement or a Series Agreement. Additional Capital Contribution shall mean any voluntary contribution to the capital of a Series the Company in cash, property, or services by a Member made subsequent to the Member’s initial Capital Contribution Contribution. Additional Member shall mean any Person that is admitted to the Company as a new or additional member, based on the affirmative vote of the Class A Members holding a majority of the Class A Percentage Interests, (except in response the event of a failed capital call - see Article 2.3), after offering of Interests to new Members has been closed by the Manager. Advance, Advances or Member Loans shall have meanings as provided in Article 3 hereof. Affiliate or Affiliated shall mean any Person controlling or controlled by or under common control with the Manager or a Series Member wherein the Manager or Member retains greater than fifty percent (50%) control of the Affiliate if an entity. Agreement or Operating Agreement shall mean this written agreement, which shall govern the affairs of the Company and the conduct of its business consistent with the Act or the Certificate of Formation, including all amendments thereto. No other document or other agreement between the Members shall be treated as part or superseding this Agreement unless it has been signed by all of the Members. This Operating Agreement will supersede any prior versions of the Operating Agreement. Article when capitalized and followed by a number refers the sections of this Operating Agreement and its Appendices. Asset or Company Asset shall mean any real or personal property owned by the Company. Asset Management Fee shall mean a fee payable to the Manager in an annual amount equal to 1.75% of the total aggregate amount of capital contributions invested in Royalty Interests (taking into account investments and divestments), payable monthly. The Management Fee shall be for the purpose of covering all of the Manager’s requires operating costs and all costs incurred in connection with the organization of the Company or the offering of the Class A Interests (including but not limited to general management, legal, accounting, marketing and other costs) Bankrupt or Bankruptcy means, with respect to any Person, being the subject of an order for voluntary Additional relief under Title 11 of the United States Code, or any successor statute or other statute in any foreign jurisdiction having like import or effect. Capital ContributionsAccount shall mean the amount of the capital interest of a Member in the Company consisting of that Member’s original contribution, as (1) increased by any additional contributions and by that Member’s share of the Company Profits, and (2) decreased by any Distribution to that Member and by that Member’s share of the Company’s Losses. Capital Contribution or Contribution shall mean any contribution to the capital of the Company in cash, property, or services by a Member whenever made, as adjusted from time to time for capital withdrawals, additional contributions, allocations and other capital account adjustments. Capital Transaction shall mean the sale or disposition of a Company Asset. Certificate of Formation shall mean the document filed with the Delaware Secretary of State pursuant to the formation of the Company, and any amendments thereto or restatements thereof. Class A Interests shall mean the Interests purchased by the Class A Members.

Appears in 1 contract

Samples: Operating Agreement (Pf Royalty I LLC)

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Non-U.S. Taxes. The Company may be subject to withholding and other taxes imposed by, and the Non-U.S. Person might be subject to, taxation and reporting requirements in non-U.S. jurisdictions. It is possible that tax conventions between such countries and the U.S. (or another jurisdiction in which a non-U.S. Member is a resident) might reduce or eliminate certain of such taxes. It is also possible that in some cases, if the Non-U.S. Person is a taxable Member, it might be entitled to claim U.S. tax credits or deductions with respect to such taxes, subject to certain limitations under applicable law. The Company will treat any such tax withheld from or otherwise payable with respect to income allocated to the Company as cash the Company received and will treat the Non-U.S. Person as receiving a payment equal to the portion of such tax that is attributable to it. Similar provisions would apply in the case of taxes the Company is required to withhold. Mythic Collection, LLC Amended and Restated Company Agreement Defined terms are capitalized in this Agreement and may also appear in the Series Agreement. The singular form of any term defined below shall include the plural form and the plural form shall include the singular. Whenever they appear capitalized in this Agreement, the following terms shall have the meanings set forth below unless the context clearly requires a different interpretation: Act shall mean the Delaware Limited Liability Company Act, as codified in the Delaware Code, Title 6, Chapter 18, as may be amended from time to time, unless a superseding Act governing limited liability companies is enacted by the state legislature and given retroactive effect or repeals this Act in such a manner that it can no longer be applied to interpret the Agreement or Series Agreement, in which case “Act” shall automatically refer to the new Act, where applicable, to the extent such re-interpretation is not contrary to the express provisions of the Agreement or a Series Agreement. Additional Capital Contribution shall mean any voluntary contribution to the capital of a Series in cash, property, or services by a Member made subsequent to the Member’s initial Capital Contribution in response to a Series Manager’s requires for voluntary Additional Capital Contributions.

Appears in 1 contract

Samples: Series Limited Liability Company Agreement (VV Markets LLC)

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