Common use of Taxes Withheld Clause in Contracts

Taxes Withheld. Unless treated as a Tax Payment Loan (as hereinafter defined), any amount paid by the Company for or with respect to any Member on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Company pursuant to the Code, the Regulations, or any state or local statute, regulation or ordinance requiring such payment (a “Withholding Tax Act”) shall be treated as a distribution to such Member for all purposes of this Agreement, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. To the extent that the amount required to be remitted by the Company under the Withholding Tax Act exceeds the amount then otherwise distributable to such Member, the excess shall constitute a loan from the Company to such Member (a “Tax Payment Loan”) which shall be payable upon demand and shall bear interest, from the date that the Company makes the payment to the relevant taxing authority, at the Prime Rate plus one percent (1.00%), compounded monthly. The Manager shall give prompt written notice to such Member of such loan. So long as any Tax Payment Loan or the interest thereon remains unpaid, the Company shall make future distributions due to such Member under this Agreement by applying the amount of any such distribution first to the payment of any unpaid interest on all Tax Payment Loans of such Member and then to the repayment of the principal of all Tax Payment Loans of such Member. The Manager shall have the authority to take all actions necessary to enable the Company to comply with the provisions of any Withholding Tax Act applicable to the Company and to carry out the provisions of this Section. Nothing in this Section shall create any obligation on the Manager to advance funds to the Company or to borrow funds from third parties in order to make any payments on account of any liability of the Company under a Withholding Tax Act.

Taxes Withheld. Unless treated as a Tax Payment Loan (as hereinafter defined), any amount paid by the Company Partnership for or with respect to any Member Partner on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Company Partnership pursuant to the Code, the Treasury Regulations, or any state or local statute, regulation or ordinance requiring such payment (a “Withholding Tax "WITHHOLDING TAX Act”") shall be treated as a distribution to such Member Partner for all purposes of this Agreement, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. To the extent that the amount required to be remitted by the Company Partnership under the Withholding Tax Act exceeds the amount then otherwise distributable to such MemberPartner, the excess shall constitute a loan from the Company Partnership to such Member Partner (a “Tax Payment Loan”"TAX PAYMENT LOAN") which shall be payable upon demand and shall bear interest, from the date that the Company Partnership makes the payment to the relevant taxing authority, at the Prime Rate plus one percent (1.00%)1) percentage point, compounded monthly. The Manager shall give prompt written notice to such Member of such loan. So long as any Tax Payment Loan or the interest thereon remains unpaid, the Company Partnership shall make future distributions due to such Member Partner under this Agreement by applying the amount of any such distribution first to the payment of any unpaid interest on all Tax Payment Loans of such Member Partner and then to the repayment of the principal of all Tax Payment Loans of such MemberPartner. The Manager General Partner shall have the authority to take all actions necessary to enable the Company Partnership to comply with the provisions of any Withholding Tax Act applicable to the Company Partnership and to carry out the provisions of this SectionSection 6.3. Nothing in this Section shall create any obligation on the Manager General Partner to advance funds to the Company Partnership or to borrow funds from third parties in order to make any payments on account of any liability of the Company Partnership under a Withholding Tax Act.

Taxes Withheld. Unless treated as a Tax Payment Loan (as hereinafter defined), any amount paid by the Company for or with respect to any Member Shareholder on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Company pursuant to the Code, the Treasury Regulations, or any state or local statute, regulation or ordinance requiring such payment (a “"Withholding Tax Act”") shall be treated as a distribution to such Member Shareholder for all purposes of this Agreementpurposes, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. To the extent that the amount required to be remitted by the Company under the Withholding Tax Act exceeds the amount then otherwise distributable to such MemberShareholder, the excess shall constitute a full recourse loan from the Company to such Member Shareholder (a “"Tax Payment Loan”") which shall be payable upon demand and shall bear interest, from the date that the Company makes the payment to the relevant taxing authority, at the Prime Rate plus one percent (1.00%), compounded monthly. The Manager shall give prompt written notice to such Member of such loan. So long as any Tax Payment Loan or the interest thereon remains unpaid, the Company shall make future distributions due to such Member under this Agreement Shareholder, and to any transferee of such Shareholder's Shares, by applying the amount of any such distribution first to the payment of any unpaid interest on all Tax Payment Loans of such Member Shareholder and then to the repayment of the principal of all Tax Payment Loans of such MemberShareholder. The Manager Board of Directors shall have the authority to take all actions necessary at law or in equity to enable the Company to comply with the provisions of any Withholding Tax Act applicable to the Company and to carry out the provisions of this Section. Nothing in this Section shall create any obligation on the Manager to advance funds to the Company or to borrow funds from third parties in order to make any payments on account of any liability of the Company under a Withholding Tax Actsubparagraph.

Taxes Withheld. Unless treated as a Tax Payment Loan (as hereinafter defined), any amount paid by the Company for or with respect to any Member Shareholder on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Company pursuant to the Code, the Treasury Regulations, or any state or local statute, regulation or ordinance requiring such payment (a “Withholding Tax Act”) shall be treated as a distribution to such Member Shareholder for all purposes of this Agreementpurposes, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. To the extent that the amount required to be remitted by the Company under the Withholding Tax Act exceeds the amount then otherwise distributable to such MemberShareholder, the excess shall constitute a full recourse loan from the Company to such Member Shareholder (a “Tax Payment Loan”) which shall be payable upon demand and shall bear interest, from the date that the Company makes the payment to the relevant taxing authority, at the Prime Rate plus one percent (1.00%), compounded monthly. The Manager shall give prompt written notice to such Member of such loan. So long as any Tax Payment Loan or the interest thereon remains unpaid, the Company shall make future distributions due to such Member under this Agreement Shareholder, and to any transferee of such Shareholder’s Shares, by applying the amount of any such distribution first to the payment of any unpaid interest on all Tax Payment Loans of such Member Shareholder and then to the repayment of the principal of all Tax Payment Loans of such MemberShareholder. The Manager Board of Directors shall have the authority to take all actions necessary at law or in equity to enable the Company to comply with the provisions of any Withholding Tax Act applicable to the Company and to carry out the provisions of this Section. Nothing in this Section shall create any obligation on the Manager to advance funds to the Company or to borrow funds from third parties in order to make any payments on account of any liability of the Company under a Withholding Tax Actsubparagraph.

Taxes Withheld. Unless treated as a Tax Payment Loan (as hereinafter defined), any amount paid by the Company for or with respect to any Member on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Company pursuant to the Code, the Treasury Regulations, or any state or local statute, regulation or ordinance requiring such payment (a “Withholding Tax Act”"WITHHOLDING TAX ACT") shall be treated as a distribution to such Member for all purposes of this Agreement, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. To the extent that the amount required to be remitted by the Company under the Withholding Tax Act exceeds the amount then otherwise distributable to such Member, the excess shall constitute a loan from the Company to such Member (a “Tax Payment Loan”"TAX PAYMENT LOAN") which shall be payable upon demand and shall bear interest, from the date that the Company makes the payment to the relevant taxing authority, at the Prime Rate Rate, plus one percent (1.00%)two percentage points, compounded monthly. The Manager shall give prompt written notice to such Member of such loan. So long as any Tax Payment Loan or the interest thereon remains unpaid, the Company shall make future distributions due to such Member under this Agreement by applying the amount of any such distribution first to the payment of any unpaid interest on all Tax Payment Loans of such Member Members and then to the repayment of the principal of all Tax Payment Loans of such Member. The Manager Managers shall have the authority to take all actions necessary to enable the Company to comply with the provisions of any Withholding Tax Act applicable to the Company and to carry out the provisions of this Section. Nothing in this Section shall create any obligation on the Manager Managers to advance funds to the Company or to borrow funds from third parties in order to make any payments on account of any liability of the Company under a the Withholding Tax Act.

Taxes Withheld. Unless treated as a Tax Payment Loan (as hereinafter defined), any amount paid by the Company for or with respect to any Member on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Company pursuant to the Code, the Treasury Regulations, or any state or local statute, regulation or ordinance requiring such payment (a “"Withholding Tax Act”") shall be treated as a distribution to such Member for all purposes of this Agreement, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. To the extent that the amount required to be remitted by the Company under the Withholding Tax Act exceeds the amount then otherwise distributable to such Member, the excess shall constitute a loan from the Company to such Member (a “"Tax Payment Loan”") which shall be payable upon demand and shall bear interest, from the date that the Company makes the payment to the relevant taxing authority, at the Prime Rate plus one percent two (1.00%)2) percentage points, compounded monthly. The Manager shall give prompt written notice to such Member of such loan. So long as any Tax Payment Loan or the interest thereon remains unpaid, the Company shall make future distributions due to such Member under this Agreement by applying the amount of any such distribution first to the payment of any unpaid interest on all Tax Payment Loans of such Member and then to the repayment of the principal of all Tax Payment Loans of such Member; provided, however, that for all purposes of this Agreement, any amounts so used shall be treated as distributed to such Member. The Manager Management Committee shall have the authority to take all actions necessary to enable the Company to comply with the provisions of any Withholding Tax Act applicable to the Company and to carry out the provisions of this SectionSection 5.10. Nothing in this Section 5.10 shall create any obligation on the Manager Management Committee to advance funds to the Company or to borrow funds from third parties in order to make any payments on account of any liability of the Company under a Withholding Tax Act.

Taxes Withheld. Unless treated as a Tax Payment Loan (as hereinafter defined), any amount paid by the Company for or with respect to any Member on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Company pursuant to the Code, the Treasury Regulations, or any state or local statute, regulation or ordinance requiring such payment (a “"Withholding Tax Act”") shall be treated as a distribution to such Member for all purposes of this Agreement, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. To the extent that the amount required to be remitted by the Company under the Withholding Tax Act exceeds the amount then otherwise distributable to such Member, the excess shall constitute a loan from the Company to such Member (a “"Tax Payment Loan”") which shall be payable upon demand and shall bear interest, from the date that the Company makes the payment to the relevant taxing authority, at the Prime Rate as of the date of such Tax Payment Loan plus one percent two (1.00%)2) percentage points, compounded monthly. The Manager shall give prompt written notice to such Member of such loan. So long as any Tax Payment Loan or the interest thereon remains unpaid, the Company shall make future distributions due to such Member under this Agreement by applying the amount of any such distribution first to the payment of any unpaid interest on all Tax Payment Loans of such Member and then to the repayment of the principal of all Tax Payment Loans of such Member. The Manager Administrative Member shall have the authority to take all actions necessary to enable the Company to comply with the provisions of any Withholding Tax Act withholding tax act applicable to the Company and to carry out the provisions of this SectionSection 6.13. Nothing in this Section 6.13 shall create any obligation on the Manager Administrative Member to advance funds to the Company or to borrow funds from third parties in order to make any payments on account of any liability of the Company under a Withholding Tax Act.