Common use of Security Interest and Right of Set-Off Clause in Contracts

Security Interest and Right of Set-Off. As security for any withholding tax or other liability or obligation to which the Company may be subject as a result of any act or status of any Unitholder, or to which the Company may become subject with respect to the interest of any Unitholder, the Company shall have (and each Unitholder hereby grants to the Company) a security interest in all Distributable Assets distributable to such Unitholder to the extent of the amount of such withholding tax or other liability or obligation. The Company shall have a right of setoff against such distributions of Distributable Assets in the amount of such withholding tax or other liability or obligation. The Company may withhold distributions or portions thereof if it is required to do so by the Code or any other provision of federal, state or local tax or other law. Any amount withheld pursuant to the Code or any other provision of federal, state or local tax or other law with respect to any distribution to a Unitholder shall be treated as an amount distributed to such Unitholder for all purposes under this Agreement.

Appears in 8 contracts

Samples: Limited Liability Company Agreement (Birds Eye Foods, Inc.), Limited Liability Company Agreement (Hawkeye Holdings, Inc.), Limited Liability Company Agreement (Nortek Inc)

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Security Interest and Right of Set-Off. As security for any withholding tax or other liability or obligation to which the Company may be subject as a result of any act or status of any UnitholderMember, or to which the Company may become subject with respect to the interest of any UnitholderMember, the Company shall have (and each Unitholder Member hereby grants to the Company) a security interest in all Distributable Assets distributable to such Unitholder Member to the extent of the amount of such withholding tax or other liability or obligation. The Company shall have a right of setoff set-off against such distributions of Distributable Assets in the amount of such withholding tax or other liability or obligation. The Company may withhold distributions or portions thereof if it is required to do so by the Code or any other provision of federal, state or local tax or other law. Any amount withheld pursuant to the Code or any other provision of federal, state or local tax or other law with respect to any distribution to a Unitholder Member shall be treated as an amount distributed to such Unitholder Member for all purposes under this Agreement.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Civitas Solutions, Inc.), Limited Liability Company Agreement (DynaVox Inc.)

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