Common use of Tax Withholding and Entity-Level Taxes Clause in Contracts

Tax Withholding and Entity-Level Taxes. All amounts withheld pursuant to the Code or any provision of any state or local tax law with respect to any payment or distribution to a Member will be treated as amounts distributed to such Member for all purposes of this Agreement. In the event that the Company incurs any withholding tax or other liability for tax, interest or penalties with respect to income, gain, loss, deduction or credit allocated to any Member (including, but not limited to, any amount payable by the Company pursuant to an adjustment under Code section 6225), such Member shall be required promptly to reimburse the Company for such amount to the extent that the Company does not recoup the amount by offsetting it against amounts otherwise distributable to such Member; the obligations of any Person under this sentence with respect to any Taxable Year during which such Person is a Member shall survive any withdrawal of such Person from being a Member in the Company, any Transfer of such Person’s Units and any termination, dissolution, liquidation or winding up of the Company.

Tax Withholding and Entity-Level Taxes. All amounts withheld pursuant to the Code or any provision of any state or local tax law with respect to any payment or distribution to a Member will be treated as amounts distributed to such Member for all purposes of this Agreement. In the event that the Company incurs any withholding tax or other liability for tax, interest or penalties with respect to income, gain, loss, deduction or credit allocated to any Member (including, but not limited to, any amount payable by the Company pursuant to an adjustment under Code section 6225), such Member shall be required promptly to reimburse the Company for such amount to the extent that the Company does not recoup the amount by offsetting it against amounts otherwise distributable to such Member; the obligations of any Person under this sentence with respect to any Taxable Year taxable year during which such Person is a Member shall survive any withdrawal of such Person from being a Member in the Company, any Transfer of such Person’s Units and any termination, dissolution, liquidation or winding up of the Company.