Common use of Tax Advances Clause in Contracts

Tax Advances. To the extent the Board reasonably believes that the Company is required by Law to withhold or to make tax payments on behalf of or with respect to any Member (including pursuant to section 6225 of the BBA Audit Rules) or the Company is subjected to tax itself by reason of the status of any Member (“Tax Advances”), the Board may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Member shall be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Member or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Member. For all purposes of this Agreement such Member shall be treated as having received the amount of the distribution that is equal to the Tax Advance. If a Tax Advance is required to be made by the Company and the Board determines that such amount is allocable to the interest in the Company of a Person that is at such time a Member, such Tax Advance shall be treated as being made on behalf of or with respect to such Member for purposes of this Section 5.07 whether or not the tax in question applies to a taxable period of the Company during which such Member held an interest in the Company. Each Member hereby agrees to indemnify and hold harmless the Company and the other Members from and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax or interest other than any penalties, additions to tax or interest imposed as a result of the Company’s failure to withhold or make a tax payment on behalf of such Member which withholding or payment is required pursuant to applicable Law but only to the extent amounts sufficient to pay such taxes were not timely distributed to the Member pursuant to Section 4.01(b)) with respect to income attributable to or distributions or other payments to such Member. To the extent that any liability with respect to a Tax Advance relates to a former Member that has withdrawn, sold, assigned, pledged, mortgaged, charged, or otherwise transferred all or part of its interest in the Company, such former Member (which in the case of a partial withdrawal, sale, assignment, pledge, mortgage, charge or other transfer shall include a continuing Member with respect to the portion of its interest in the Company so withdrawn, sold, assigned, pledged, mortgaged, charged or transferred) shall indemnify the Company for its allocable portion of such liability. Each Member acknowledges that, notwithstanding the withdrawal, sale, assignment, pledge, mortgage, charge, or other transfer of all or any portion of its interest in the Company, it may remain liable, pursuant to this Section 5.07, for tax liabilities with respect to its allocable share of income and gain of the Company for the Company’s taxable years (or portions thereof) prior to such withdrawal, sale, assignment, pledge, mortgage, charge, or other transfer, as applicable (including any such liabilities imposed under section 6225 of the BBA Audit Rules).

Tax Advances. To the extent the Board Managing Member reasonably believes that the Company is required by Law law to withhold or to make tax payments on behalf of or with respect to any Member (including pursuant to section 6225 of the BBA Audit Rules) or the Company is subjected to tax itself by reason of the status of any Member (including any taxes paid pursuant to Section 6225 of the Code) (“Tax Advances”), the Board Managing Member may cause the Company to withhold such amounts and cause the Company to make such tax payments as so required. All Tax Advances made on behalf of a Member shall be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Member or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Member. For all purposes of this Agreement such Member shall be treated as having received the amount of the distribution that is equal to the Tax Advance. If a Tax Advance is required to be made by the Company and the Board determines that such amount is allocable to the interest in the Company of a Person that is at such time a Member, such Tax Advance shall be treated as being made on behalf of or with respect to such Member for purposes of this Section 5.07 whether or not the tax in question applies to a taxable period of the Company during which such Member held an interest in the Company. Each Member hereby agrees to indemnify and hold harmless the Company and the other Members from and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax or interest other than any penalties, additions to tax or interest imposed as a result of the Company’s failure to withhold or make a tax payment on behalf of such Member which withholding or payment is required pursuant to applicable Law but only to the extent amounts sufficient to pay such taxes were not timely distributed to the Member pursuant to Section 4.01(b)) with respect to income attributable to or distributions or other payments to such Member. To the fullest extent that permitted by law and not withstanding anything in this Agreement to the contrary, each Member hereby agrees to indemnify and hold harmless the Company and the other Members from and against any liability (including any liability for taxes, penalties, additions to Tax or interest) with respect to any such Tax Advance with respect to a Tax Advance relates to a former Member that has withdrawn, sold, assigned, pledged, mortgaged, charged, or otherwise transferred all or part of its interest in the Company, such former Member (which in the case Member. The obligations of a partial withdrawal, sale, assignment, pledge, mortgage, charge or other transfer Member set forth in this Section 5.07 shall include survive the withdrawal of a continuing Member with respect to the portion of its interest in from the Company so withdrawn, sold, assigned, pledged, mortgaged, charged or transferred) shall indemnify the Company for its allocable portion of such liability. Each Member acknowledges that, notwithstanding the withdrawal, sale, assignment, pledge, mortgage, charge, or other transfer of all or any portion Transfer of its interest in the Company, it may remain liable, pursuant to this Section 5.07, for tax liabilities with respect to its allocable share of income and gain of the Company for the Companya Member’s taxable years (or portions thereof) prior to such withdrawal, sale, assignment, pledge, mortgage, charge, or other transfer, as applicable (including any such liabilities imposed under section 6225 of the BBA Audit Rules)Interest.

Tax Advances. To the extent the Board reasonably believes that the Company is required by Law to withhold or to make tax payments on behalf of or with respect to any Member (including pursuant to section 6225 of the BBA Audit Rules) or the Company is subjected to tax itself by reason of the status of any Member (including any taxes paid pursuant to Section 6225 of the Code) (“Tax Advances”), the Board may cause the Company to withhold such amounts and cause the Company to make such tax payments as so required. All Tax Advances made on behalf of a Member shall be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Member (including Tax Distributions) or, if such distributions are not sufficient for that purpose, by so reducing distributions upon dissolution of the proceeds of liquidation Company otherwise payable to such Member. For all purposes of this Agreement Agreement, such Member shall be treated as having received the amount of the distribution that is equal to the Tax Advance. If a Tax Advance is required to be made by the Company and the Board determines that such amount is allocable to the interest in the Company of a Person that is at such time a Member, such Tax Advance shall be treated as being made on behalf of or with respect to such Member for purposes of this Section 5.07 whether or not the tax in question applies to a taxable period of the Company during which such Member held an interest in the Company. Each Member hereby agrees agrees, to the fullest extent permitted by applicable Law, to indemnify and hold harmless the Company and the other Members from and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax or interest other than any penalties, additions to tax or interest imposed as a result of the Company’s failure to withhold or make a tax payment on behalf of such Member which withholding or payment is required pursuant to applicable Law Law, but only to the extent amounts sufficient to pay such taxes were not timely distributed to the Member pursuant to Section 4.01(b)) with respect to income attributable to or distributions or other payments to such Member. To the fullest extent that permitted by applicable Law and notwithstanding anything in this Agreement to the contrary, each Member hereby agrees, to the fullest extent permitted by applicable Law, to indemnify and hold harmless the Company and the other Members from and against any liability (including any liability for taxes, penalties, additions to Tax or interest) with respect to any such Tax Advance with respect to a Tax Advance relates to a former Member that has withdrawn, sold, assigned, pledged, mortgaged, charged, or otherwise transferred all or part of its interest in the Company, such former Member (which in the case Member. The obligation of a partial withdrawalMember set forth in this Section 5.07 shall, sale, assignment, pledge, mortgage, charge or other transfer shall include a continuing Member with respect to the portion fullest extent permitted applicable Law, survive the withdrawal of its interest in a Member from the Company so withdrawn, sold, assigned, pledged, mortgaged, charged or transferred) shall indemnify the Company for its allocable portion of such liability. Each Member acknowledges that, notwithstanding the withdrawal, sale, assignment, pledge, mortgage, charge, or other transfer of all or any portion Transfer of its interest in the Company, it may remain liable, pursuant to this Section 5.07, for tax liabilities with respect to its allocable share of income and gain of the Company for the Companya Member’s taxable years (or portions thereof) prior to such withdrawal, sale, assignment, pledge, mortgage, charge, or other transfer, as applicable (including any such liabilities imposed under section 6225 of the BBA Audit Rules)Units.

Tax Advances. To the extent the Board Managing Member reasonably believes determines that the Company is required by Law law to withhold or to make tax payments on behalf of or with respect to any Member (including pursuant to section 6225 of the BBA Audit Rulese.g., backup withholding taxes) or the Company is subjected to tax itself by reason of the status of any Member (“Tax Advances”), the Board Company may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Member shall shall, at the option of the Managing Member, (i) be paid promptly to the Company by the Member on whose behalf such Tax Advances were made or (ii) be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Member or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Member. For Whenever the Managing Member selects option (ii) pursuant to the preceding sentence for repayment of a Tax Advance by a Member, for all other purposes of this Agreement such Member shall be treated as having received all distributions (whether before or upon liquidation) unreduced by the amount of the distribution that is equal to the such Tax Advance. If a Tax Advance is required to be made by the Company and the Board determines that such amount is allocable to the interest in the Company of a Person that is at such time a Member, such Tax Advance shall be treated as being made on behalf of or with respect to such Member for purposes of this Section 5.07 whether or not the tax in question applies to a taxable period of the Company during which such Member held an interest in the Company. Each Member hereby agrees to indemnify and hold harmless the Company and the other Members from and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax tax, interest or interest other than any penalties, additions to tax or interest imposed as a result of the Company’s failure to withhold or make a tax payment on behalf of such Member which withholding or payment is required pursuant to applicable Law but only to the extent amounts sufficient to pay such taxes were not timely distributed to the Member pursuant to Section 4.01(b)taxes) with respect to income attributable to or distributions or other payments to such Member. To In addition to the extent that any liability with respect to a Tax Advance relates to a former Member that has withdrawnforegoing, sold, assigned, pledged, mortgaged, charged, or otherwise transferred all or part of its interest in if the Company, AC HoldCo or any of their Affiliates is required to withhold income or employment taxes in respect of the acquisition or ownership of any Unit by any Member, such former Member (which in shall be required to reimburse the case of a partial withdrawalentity designated by the Managing Member for such amounts, sale, assignment, pledge, mortgage, charge or other transfer shall include a continuing Member with respect to the portion of its interest in the Company so withdrawn, sold, assigned, pledged, mortgaged, charged or transferred) shall indemnify the Company for its allocable portion and/or any of such liability. Each entities may withhold such amounts from any compensation, distributions and payments payable to such Member acknowledges that, notwithstanding the withdrawal, sale, assignment, pledge, mortgage, charge, or other transfer of all or any portion of its interest in by the Company, it may remain liable, pursuant to this Section 5.07, for tax liabilities with respect to its allocable share of income and gain of the Company for the Company’s taxable years (AC HoldCo or portions thereof) prior to such withdrawal, sale, assignment, pledge, mortgage, charge, or other transfer, as applicable (including any such liabilities imposed under section 6225 of the BBA Audit Rules)Affiliate.

Tax Advances. To the extent the Board reasonably believes that the Company is required by Law law to withhold or to make tax payments on behalf of or with respect to any Member (including pursuant to section 6225 of any taxes arising under the BBA Partnership Tax Audit Rules) or (the Company is subjected to tax itself by reason of the status of any Member (latter a “Tax AdvancesAdvance”), the Board Manager may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Member, plus interest thereon at a rate equal to the Base Rate, as of the date of such Tax Advances, shall, either (at the option of the Manager), (i) be promptly paid to the Company by the Member shall on whose behalf such Tax Advances were made (such payment not to constitute a Capital Contribution) or (ii) be repaid by reducing the amount of the current or next succeeding distribution Distribution or distributions Distributions which would otherwise have been made to such Member or, if such distributions Distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Member. For Whenever the Manager selects option (ii) pursuant to the preceding sentence for repayment of a Tax Advance by a Member, for all other purposes of this Agreement such Member shall be treated as having received all Distributions (whether before or upon liquidation) unreduced by the amount of the distribution that is equal to the Tax Advance. If a such Tax Advance is required and interest thereon. Each Member hereby agrees to be made by reimburse the Company and the Board determines that such amount is allocable Manager for any liability with respect to the interest in the Company of a Person that is at such time a Member, such Tax Advance shall be treated as being made Advances required on behalf of or with respect to such Member. For the avoidance of doubt, any taxes, penalties and interest payable under the Partnership Tax Audit Rules by the Company or any fiscally transparent entity in which the Company owns an interest will be treated as specifically attributable to the Members and the Manager will use reasonable best efforts to allocate the burden of (or any diminution in distributable proceeds resulting from) any such taxes, penalties or interest to those Members to whom such amounts are specifically attributable (whether as a result of their status, actions, inactions or otherwise), as reasonably determined by the Manager. A Member’s obligations to comply with the requirements of this Section 10.07 will survive such Member’s ceasing to be a Member of the Company and/or the termination, dissolution, liquidation and winding up of the Company, and, for purposes of this Section 5.07 whether or not the tax in question applies to a taxable period of 10.07, the Company during which such Member held an interest will be treated as continuing in the Company. Each Member hereby agrees to indemnify and hold harmless the Company and the other Members from and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax or interest other than any penalties, additions to tax or interest imposed as a result of the Company’s failure to withhold or make a tax payment on behalf of such Member which withholding or payment is required pursuant to applicable Law but only to the extent amounts sufficient to pay such taxes were not timely distributed to the Member pursuant to Section 4.01(b)) with respect to income attributable to or distributions or other payments to such Member. To the extent that any liability with respect to a Tax Advance relates to a former Member that has withdrawn, sold, assigned, pledged, mortgaged, charged, or otherwise transferred all or part of its interest in the Company, such former Member (which in the case of a partial withdrawal, sale, assignment, pledge, mortgage, charge or other transfer shall include a continuing Member with respect to the portion of its interest in the Company so withdrawn, sold, assigned, pledged, mortgaged, charged or transferred) shall indemnify the Company for its allocable portion of such liability. Each Member acknowledges that, notwithstanding the withdrawal, sale, assignment, pledge, mortgage, charge, or other transfer of all or any portion of its interest in the Company, it may remain liable, pursuant to this Section 5.07, for tax liabilities with respect to its allocable share of income and gain of the Company for the Company’s taxable years (or portions thereof) prior to such withdrawal, sale, assignment, pledge, mortgage, charge, or other transfer, as applicable (including any such liabilities imposed under section 6225 of the BBA Audit Rules)existence.