Payments to Members. As set forth in Section 3.2 and Section 3.3, Seller may, at its option, direct that any payment by Buyer or issuance by Parent (including by release of Indemnity Escrow Shares pursuant to the Escrow Agreement) be made instead to the Members in accordance with their respective Pro Rata Percentages. Any such direction must be made in a written notice by Seller and each Member and delivered to Buyer at least five (5) Business Days prior to the applicable date of payment or issuance. Any such payment by Buyer or issuance by Parent will be deemed for all purposes, including Tax purposes, made to Seller and distributed by Seller to the Members, including for determining whether Seller has been paid in full as contemplated in Section 3.2 and Section 3.3, and is being made or issued to the Members for administrative convenience of Seller and the Members.
Payments to Members. There will be no minimum or guaranteed payments to Members. The Company shall reimburse the Members for the actual costs including organization expenses incurred to form the Company.
Payments to Members. Except as specified in this Agreement, any Members or person or entity controlled by, controlling or under common control with such Member (each such person or entity is defined as an “Affiliate”), shall be entitled to remuneration for services rendered or goods provided to the Company, in each case in accordance with such agreement among such parties pertaining to the provision of such goods and services.
Payments to Members. Except (i) as approved in writing by a Super-Majority of the Management Committee or included in an annual budget approved by the Management Committee in accordance with Section 6.2.5, (ii) as specified in this Agreement or any other Related Document, or (iii) as otherwise provided in an agreement between the Company and the Member that has been approved by a Super-Majority of the Management Committee, no Member or Affiliate of a Member is entitled to remuneration for services rendered or goods provided to the Company.
Payments to Members. Except as specified in this Agreement, no Member or Affiliate of a Member is entitled to remuneration for services rendered or good provided to the Company as a Member.
Payments to Members. Except as specified in this Agreement or pursuant to a transaction permitted by Section 4.6, no Member or person or entity controlled by, controlling or under common control with the Member (each such person or entity is defined as an "Affiliate"), is entitled to remuneration for services rendered or goods provided to the Company. However, the Company shall reimburse the Members and their Affiliates for organizational expenses (including, without limitation, legal and accounting fees and costs) incurred to form the Company, prepare the Articles and this Agreement and, as approved by the Members, for the actual cost of goods and materials used by the Company.
Payments to Members. Except as agreed upon by all of the Managers, specified in this Agreement or pursuant to a transaction permitted by Section 5.5, no Member or Affiliate of a Member is entitled to remuneration for services rendered or goods provided to the Company.
Payments to Members. No Obligor will, and each Obligor will procure that none of its Subsidiaries will, make any payment to the Parent’s members or to their representatives other than a Permitted Investor Payment.
Payments to Members. All amounts of Purchase Price payable to the Members (whether in respect of the Closing Cash Amount or the Earn–Out Amounts) shall be allocated to the Members pro rata based upon each Member’s respective aggregate percentage ownership in the Company, as specified in Schedule I (in each case, such Member’s “Percentage Ownership”), and shall be made by wire transfer of immediately available funds in United States Dollars to the account opposite such Member’s name under the column “Wire Transfer Instructions” on Schedule I.
Payments to Members. (a) If any NOL Payment Amount is determined to be payable in accordance with Section 2.1 or Section 3.1(e), the Parent shall pay such amount to the Members in proportion to the number of shares of preferred stock of the Company owned by such Members immediately prior to the Merger (as set forth on Schedule A hereto, as may be amended pursuant to Section 3.7 from time to time) within five (5) Business Days after such determination is final, accompanied by an Officer’s Certificate stating that the amount paid is the NOL Payment Amount as determined in accordance with Section 2.1 or Section 3.1(e), as the case may be.
(b) In the event that the Company or any Consolidated Group has utilized the Member-Sourced NOLs in more than one taxable year, then the NOL Payment Amount with respect to any such resulting tax savings shall be paid with respect to each such actual use and the procedures described in Section 2.1 and Section 3.1(e) shall apply to each such actual use of Member-Sourced NOLs.
(c) The determination by the Company of any NOL Payment Amount pursuant to the procedures set forth in Section 2.1, absent a mathematical error, shall be final and binding on the Company and the Members.
(d) Except in the specific cases specified in this Agreement, no interest shall accrue on any amounts payable to the Members.
