Right of Offset. Whenever the Company or the Corporation is to pay any sum (other than pursuant to Article IV) to any Member, any amounts that such Member owes to the Company or the Corporation which are not the subject of a good faith dispute may be deducted from that sum before payment. For the avoidance of doubt, the distribution of Units to the Corporation shall not be subject to this Section 15.14.
Appears in 45 contracts
Samples: Operating Agreement (OneStream, Inc.), Operating Agreement (OneStream, Inc.), Limited Liability Company Agreement (Smith Douglas Homes Corp.)
Right of Offset. Whenever the Company or the Corporation is to pay any sum (other than pursuant to Article IV) to any Member, any amounts that such Member owes to the Company or the Corporation which are not the subject of a good faith dispute may be deducted from that sum before payment. For the avoidance of doubt, the distribution of Units to the Corporation shall not be subject to this Section 15.1416.14.
Appears in 37 contracts
Samples: Limited Liability Company Agreement (Infinity Natural Resources, Inc.), Limited Liability Company Agreement (Permian Resources Corp), Agreement and Plan of Merger (Permian Resources Corp)
Right of Offset. Whenever the Company or the Corporation is to pay any sum (other than pursuant to Article IV) to any Member, any amounts that such Member owes to the Company or the Corporation which are not the subject of a good faith dispute may be deducted from that sum before payment. For the avoidance of doubt, the distribution of Units to the Corporation shall not be subject to this Section 15.1416.15.
Appears in 6 contracts
Samples: Limited Liability Company Agreement (Tradeweb Markets Inc.), Limited Liability Company Agreement (Tradeweb Markets Inc.), Limited Liability Company Agreement (Amneal Pharmaceuticals, Inc.)
Right of Offset. Whenever the Company or the Corporation is to pay any sum (other than pursuant to Article IV) to any Member, any amounts that such Member owes to the Company or the Corporation which are not the subject of a good faith dispute may be deducted from that sum before payment. For the avoidance of doubt, the distribution Distribution of Units to the Corporation shall not be subject to this Section 15.1416.15.
Appears in 6 contracts
Samples: Limited Liability Company Agreement (Alvarium Tiedemann Holdings, Inc.), Limited Liability Company Agreement (Figdor Drew), Limited Liability Company Agreement (Tiedemann Michael)
Right of Offset. Whenever the Company or the Corporation is to pay any sum (other than pursuant to Article IV) to any Member, any amounts that such the Member owes to the Company or the Corporation which are not the subject of a good faith dispute may be deducted from that sum before payment. For the avoidance of doubt, the distribution of Units to the Corporation INC shall not be subject to this Section 15.1416.13.
Appears in 4 contracts
Samples: Operating Agreement, Operating Agreement (RMR Group Inc.), Operating Agreement (RMR Group Inc.)
Right of Offset. Whenever the Company or the Corporation is to pay any sum (other than pursuant to Article IV) to any Member, any amounts that such Member owes to the Company or the Corporation which are not the subject of a good faith dispute may be deducted from that sum before payment. For the avoidance of doubt, the distribution of Units to the Corporation and Old PubCo shall not be subject to this Section 15.1416.15.
Appears in 2 contracts
Samples: Merger Agreement (Amneal Pharmaceuticals, Inc.), Limited Liability Company Agreement (Amneal Pharmaceuticals, Inc.)
Right of Offset. Whenever the Company or the Corporation is to pay any sum (other than pursuant to Article IVIV or in connection with a Cash Settlement) to any Member, any amounts that such Member owes to the Company or the Corporation which are not the subject of a good faith dispute may be deducted from that sum before payment. For the avoidance of doubt, the distribution of Units to the Corporation shall not be subject to this Section 15.14.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Shift4 Payments, Inc.), Limited Liability Company Agreement (Shift4 Payments, Inc.)
Right of Offset. Whenever the Company or the Corporation is to pay any sum (other than pursuant to Article IV) to any Member, any amounts that such Member owes to the Company or the Corporation which that are not the subject of a good faith dispute may be deducted from that sum before payment. For the avoidance of doubt, the distribution of Units to the Corporation shall not be subject to this Section 15.14.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Intuitive Machines, Inc.), Business Combination Agreement (Inflection Point Acquisition Corp.)
Right of Offset. Whenever the Company or the Corporation is to pay any sum (other than pursuant to Article IV) to any Member, any amounts that such Member owes to the Company or the Corporation which are not the subject of a good faith dispute may be deducted from that sum before payment. For the avoidance of doubt, the distribution of Units to the Corporation PC Corp shall not be subject to this Section 15.1416.14.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (MedMen Enterprises, Inc.), Limited Liability Company Agreement
Right of Offset. Whenever the Company or the Corporation is to pay any sum (other than pursuant to Article IVIV except to the extent otherwise expressly set forth therein) to any Member, any amounts that such Member owes to the Company or the Corporation which are not the subject of a good faith dispute may be deducted from that sum before payment. For the avoidance of doubt, the distribution of Units to the Corporation shall not be subject to this Section 15.1416.16.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (I3 Verticals, Inc.), Limited Liability Company Agreement (I3 Verticals, Inc.)
Right of Offset. Whenever the Company or the Corporation is to pay any sum (other than pursuant to Article IV) to any Member, any amounts that such Member owes to the Company or the Corporation which are not the subject of a good faith dispute may be deducted from that sum before payment. For the avoidance of doubt, the distribution of Units to the Corporation shall not be subject to this Section 15.1416.15.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Liberty Tax, Inc.)
Right of Offset. Whenever the Company or the Corporation is to pay any sum (other than pursuant to Article IV) to any Member, any amounts that such Member owes to the Company or the Corporation which are not the subject of a good faith dispute may be deducted from that sum before payment. For the avoidance of doubt, the distribution Distribution of Units to the Corporation shall not be subject to this Section 15.1419.15.
Appears in 1 contract
Samples: Limited Liability Company Agreement (AlTi Global, Inc.)
