Withheld Amounts. Notwithstanding any other provision of this Article III to the contrary, each Member hereby authorizes the Company to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by the Company with respect to the Member as a result of the Member’s participation in the Company; if and to the extent that the Company shall be required to withhold or pay any such taxes, such Member shall be deemed for all purposes of this Agreement to have received a payment from the Company as of the time such withholding or tax is paid, which payment shall be deemed to be a distribution with respect to such Member’s Membership Interest to the extent that the Member (or any successor to such Member’s Membership Interest) is then entitled to receive a distribution. To the extent that the aggregate amount of such payments to a Member for any period exceeds the distributions to which such Member is entitled for such period, the amount of such excess shall be considered a loan from the Company to such Member. Such loan shall bear interest (which interest shall be treated as an item of income to the Company) at the prevailing prime interest rate published from time to time by The Wall Street Journal until discharged by such Member by repayment, which may be made by the Company out of distributions to which such Member would otherwise be subsequently entitled. Any withholdings authorized by this Section 3.3 shall be made at the maximum applicable statutory rate under the applicable tax law unless the Company shall have received an opinion of counsel or other evidence satisfactory to the Board of Managers to the effect that a lower rate is applicable, or that no withholding is applicable.
Withheld Amounts. Notwithstanding any other provision of this Section 4.2 to the contrary, each Partner hereby authorizes the Partnership to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by the Partnership with respect to the Partner as a result of the Partner’s participation in the Partnership; if and to the extent that the Partnership shall be required to withhold or pay any such taxes, such Partner shall be deemed for all purposes of this Agreement to have received a payment from the Partnership as of the time such withholding or tax is paid, which payment shall be deemed to be a distribution with respect to such Partner’s Partnership Interest to the extent that the Partner (or any successor to such Partner’s Partnership Interest) is then entitled to receive a distribution. To the extent that the aggregate amount of such payments to a Partner for any period exceeds the distributions to which such Partner is entitled for such period, the amount of such excess shall be considered a loan from the Partnership to such Partner. Such loan shall bear interest (which interest shall be treated as an item of income to the Partnership) at the lesser of the maximum rate permitted by law and the rate of interest per annum most recently established by the Wall Street Journal as the current, prevailing prime rate of interest, as determined hereunder from time to time, until discharged by such Partner by repayment, which may be made in the sole discretion of the General Partner out of distributions to which such Partner would otherwise be subsequently entitled. Any withholdings authorized by this Section 4.2(d) shall be made at the maximum applicable statutory rate under the applicable tax law unless the General Partner shall have received an opinion of counsel or other evidence satisfactory to the General Partner to the effect that a lower rate is applicable, or that no withholding is applicable.
Withheld Amounts. 16 7.1 Designation and Authority of the General Partners...............17 7.2 Major Decisions.................................................17 7.3 Certificate of Limited Partnership..............................19 7.4. Compensation and Reimbursement of General Partners..............19 7.5
Withheld Amounts. Except for issues arising from contract indemnification provisions, GDOT will have the right to retain out of any payment due the CONSULTANT under this AGREEMENT an amount sufficient to satisfy any amount due and owed GDOT by the CONSULTANT. GDOT may withhold payment on any invoice in the event that the CONSULTANT is in default under any provision of this AGREEMENT as of the time of processing the invoice or as of the time payment is made on the invoice. This right to withhold will continue until such time as the default has been cured, and, upon cure, GDOT will have the right to retain an amount equal to the damages suffered as a result of the default.
Withheld Amounts. All amounts withheld from Company revenues or Distributions by or for the Company pursuant to the Code or any provision of any state or local tax law shall be treated for all purposes of this Agreement as Distributions to those Members who receive tax credits with respect to the withheld amounts. In any case where a tax, fee or other assessment is levied upon the Company, the amount of which is determined in whole or part by the status or identity of the Members or is an “imputed underpayment,” within the meaning of the Partnership Audit Procedures, attributable to a particular Member or Members, the Members shall allocate the expense and withhold from the Distributions to each Member their respective attributable shares of such taxes, fees and assessments. If the Members reasonably determine that the Company has insufficient liquid assets to satisfy such obligation, the Member as to which such obligation applies shall contribute cash to the Company in an amount sufficient to satisfy such obligation. Any such amounts that the Tax Matters Member cannot attribute to a Member shall be treated as an expense of the Company.
Withheld Amounts. Notwithstanding any other provision of this Article 6 to the contrary, each Partner hereby authorizes the Partnership to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by the Partnership with respect to the Partner as a result of the Partner’s participation in the Partnership. If and to the extent that the Partnership shall be required to withhold or pay any such taxes, such Partner shall be deemed for all purposes of this Agreement to have received a payment from the Partnership as of the time such withholding or tax is paid, which payment shall be deemed to be a distribution with respect to such Partner’s Partnership Interest to the extent that the Partner (or any successor to such Partner’s Partnership Interest) is then entitled to receive a distribution. To the extent that the aggregate amount of such payments to a Partner for any period exceeds the distributions to which such Partner is entitled for such period, the amount of such excess shall be considered a loan from the Partnership to such Partner. Such loan shall be a demand loan, and repayment may be made in the sole discretion of the General Partner out of distributions to which such Partner would otherwise be subsequently entitled. Any withholdings authorized by this Section 6.3 shall be made at the maximum applicable statutory rate under the applicable tax law unless the General Partner shall have received an opinion of counsel or other evidence satisfactory to the General Partner to the effect that a lower rate is applicable, or that no withholding is applicable.
Withheld Amounts. For purposes of this Agreement, all amounts withheld pursuant to the Code or any provision of any state or local tax law with respect to any payment, allocation or distribution to the Company or the Members shall be treated as amounts distributed to the Members. The Managing Member is authorized to withhold from distributions to the Members and pay over to any federal, state or local government any amounts required to be so withheld.
Withheld Amounts. All amounts withheld pursuant to the Code or any provisions of state or local tax law with respect to any payment or distribution to the Members from the Company shall be treated as amounts distributed to the relevant Member or Members for purposes of Section 6.1.
Withheld Amounts. To the extent that the Company is required to ---------------- withhold and pay over, or otherwise pay, any withholding or other tax (the "Required Withholding") with respect to a Member as a result of such Member's participation in the Company (the "Withholding Member"), then the Company shall give notice of the Required Withholding to the Withholding Member and the Withholding Member shall be required, within 90 days of the receipt of such notice, to reimburse the Company for the Required Withholding; provided, however, that in the event that the Company makes a distribution to the Withholding Member prior to being reimbursed in full by the With-holding Member, the Company may deduct the Required Withholding, or any unreimbursed portion thereof, from the Withholding Member's distribution. The failure of a Member to reimburse the Company for the Required Withholding within such 90-day period shall result in the Required Withholding being treated as a loan from the Company to the Withholding Member. Such loan shall bear interest and shall be repaid out of future distributions otherwise payable to the Withholding Member, or, at such Member's election, out of its separate funds.
Withheld Amounts. For purposes of calculating Pass-Through Rates and the WAC Rate, the Net Mortgage Rate of any Mortgage Loan shall be determined without regard to any modification, waiver or amendment of the terms of such Mortgage Loan, whether agreed to by the Special Servicer or an Outside Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the related Mortgagor, and without regard to the related Mortgaged Property becoming an REO Property.
