Common use of Reimbursement of Managing Member Clause in Contracts

Reimbursement of Managing Member. The Company shall be liable for, and shall reimburse the Managing Member on an after-tax basis at such intervals as the Managing Member may determine, for all (i) overhead, administrative expenses, insurance and reasonable legal, accounting and other professional fees and expenses of the Managing Member; (ii) expenses of the Managing Member incidental to being a public reporting company; (iii) reasonable fees and expenses related to the IPO or any subsequent public offering of equity securities of the Managing Member (without duplicating any provisions of Section 2.5(f)) or private placement of equity securities of the Managing Member, whether or not consummated; (iv) franchise and similar taxes of the Managing Member and other fees and expenses in connection with the maintenance of the existence of the Managing Member; (v) customary compensation and benefits payable by the Managing Member, and indemnities provided by the Managing Member on behalf of, the officers, directors, and employees of the Managing Member; and (vi) reasonable expenses paid by Managing Member on behalf of the Company; provided, however, that the amount of any reimbursement shall be reduced by any interest earned by the Managing Member with respect to bank accounts or other instruments or accounts held by it on behalf of the Company as permitted pursuant to Section 4.4. Such reimbursements shall be in addition to any reimbursement of the Managing Member as a result of indemnification pursuant to Section 4.7.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (GEN Restaurant Group, Inc.), Limited Liability Company Agreement (Zevia PBC), Limited Liability Company Agreement (Zevia PBC)

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Reimbursement of Managing Member. The Company shall be liable for, and shall reimburse the Managing Member on an after-tax basis at such intervals as the Managing Member may determine, for all: (i) overhead, administrative expenses, insurance and reasonable legal, accounting and other professional fees and expenses of the Managing Member; (ii) expenses of the Managing Member incidental to being a public reporting company; (iii) reasonable fees and expenses related to the IPO SPAC Transactions or any subsequent public offering of equity securities of the Managing Member (without duplicating any provisions of Section 2.5(f‎Section 2.5(e)) or private placement of equity securities of the Managing MemberMember (including any reasonable fees and expenses related to the registration for resale of any such securities), whether or not consummated; (iv) franchise and similar taxes of the Managing Member Member, Pre-Closing Taxes, and other fees and expenses in connection with the maintenance of the existence of the Managing Member; (v) customary compensation and benefits payable by the Managing Member, and indemnities provided by the Managing Member on behalf of, the officers, directors, and employees of the Managing Member; and (vi) reasonable expenses paid by Managing Member on behalf of the Company; provided, however, that the amount of any reimbursement shall be reduced by any interest earned by the Managing Member with respect to bank accounts or other instruments or accounts held by it on behalf of the Company as permitted pursuant to Section ‎Section 4.4. Such reimbursements shall be in addition to any reimbursement of the Managing Member as a result of indemnification pursuant to Section ‎Section 4.7.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Rubicon Technologies, Inc.), Agreement and Plan of Merger (Founder SPAC)

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Reimbursement of Managing Member. The Company shall be liable for, and shall reimburse the Managing Member on an after-tax basis at such intervals as the Managing Member may determine, for all (i) overhead, administrative expenses, insurance and reasonable legal, accounting and other professional fees and expenses of the Managing Member; (ii) expenses of the Managing Member incidental to being a public reporting company; (iii) reasonable fees and expenses related to the IPO or any subsequent public offering of equity securities of the Managing Member (without duplicating any provisions of Section ‎Section 2.5(f)) or private placement of equity securities of the Managing Member, whether or not consummated; (iv) franchise and similar taxes of the Managing Member and other fees and expenses in connection with the maintenance of the existence of the Managing Member; (v) customary compensation and benefits payable by the Managing Member, and indemnities provided by the Managing Member on behalf of, the officers, directors, and employees of the Managing Member; and (vi) reasonable expenses paid by Managing Member on behalf of the Company; provided, however, that the amount of any reimbursement shall be reduced by any interest earned by the Managing Member with respect to bank accounts or other instruments or accounts held by it on behalf of the Company as permitted pursuant to Section ‎Section 4.4. Such reimbursements shall be in addition to any reimbursement of the Managing Member as a result of indemnification pursuant to Section ‎Section 4.7.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Viant Technology Inc.)

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