Common use of Withheld Amounts Clause in Contracts

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 Article III VI 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 Company Interest to the extent that the Member (or any successor to such Member’s Membership Company Interest) is then entitled to receive a distribution. To the extent that the aggregate amount of such deemed 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 be a demand loan, and until repaid shall otherwise 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 repaid out of distributions to which such Member would otherwise be subsequently entitled. Any withholdings authorized by this Section 3.3 6.2 shall be made at the maximum applicable statutory rate under the applicable tax law unless the Company Manager shall have received an opinion of counsel or other evidence reasonably satisfactory to the Board of Managers Manager to the effect that a lower rate is applicable, or that no withholding is applicable.

Withheld Amounts. Notwithstanding any other provision of this Article III Section 5.2 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 '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 Operating 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 's Membership Interest to the extent that the Member (or any successor to such Member’s '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 General Interest Rate 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 5.2(d) 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 Article III to the contrary, each Each Member hereby authorizes the Company Board to withhold and to pay over, or otherwise pay, to any withholding federal, state, local, or other taxes payable by the Company with respect foreign government any amounts required to be withheld pursuant to the Member Code or any provisions of any other federal, state, local, or foreign law as a result of the Member’s participation in the Company; if and to the extent that the Company Board shall be required to withhold or pay any such taxesamounts on account of a Member, 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 amount is paidwithheld, which payment shall be deemed to be a distribution with respect to such Member’s Membership Interest Member to the extent that the Member (or any successor to such Member’s Membership InterestInterests) is then entitled to receive a distribution. To the extent that the aggregate amount of such payments withheld amounts with respect 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 lesser of the maximum rate published from time to time permitted by The Wall Street Journal law or the Default Rate until discharged by such Member by repayment, which may be made by in the sole discretion of the Company Board out of distributions to which such Member would otherwise be subsequently entitled. Any withholdings or payments authorized by this Section 3.3 6.9 shall be made at the maximum applicable statutory rate under the applicable tax law unless in an amount determined by 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 applicableBoard.

Withheld Amounts. Notwithstanding any other provision of this Article III Section 4.2 to the contrary, each Member Partner hereby authorizes the Company Partnership to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by the Company Partnership with respect to the Member Partner as a result of the Member’s Partner's participation in the CompanyPartnership; and if and to the extent that the Company Partnership shall be required to withhold or pay any such taxes, such Member Partner shall be deemed for all purposes of this Agreement to have received a payment from the Company Partnership 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 Partner's Partnership Interest to the extent that the Member Partner (or any successor to such Member’s Membership Partner's Partnership Interest) is then entitled to receive a distribution. To the extent that the aggregate amount of such payments to a Member Partner for any period exceeds the distributions to which such Member Partner is entitled for such period, the amount of such excess shall be considered a loan from the Company Partnership to such MemberPartner. Such loan shall bear interest (which interest shall be treated as an item of income to the CompanyPartnership) at the prevailing prime lesser of the maximum rate permitted by law and the rate of interest per annum most recently established by Nationsbank, N.A. (or its successor) as such bank's general reference rate published of interest (which rate may or may not be the lowest rate of interest then charged by such bank), as determined hereunder from time to time by The Wall Street Journal time, until discharged by such Member Partner by repayment, which may be made by in the Company sole discretion of the Management Committee out of distributions to which such Member Partner would otherwise be subsequently entitled. Any withholdings authorized by this Section 3.3 4.2(c) shall be made at the maximum applicable statutory rate under the applicable tax law unless the Company Management Committee shall have received an opinion of counsel or other evidence satisfactory to the Board of Managers Management Committee to the effect that a lower rate is applicable, or that no withholding is applicable.

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.. Section 3.4 Limitations on Allocations (a) MINIMUM GAIN CHARGEBACK. Notwithstanding any provision of this Article III, if there is a net decrease in Company minimum gain during any fiscal year or other 13

Withheld Amounts. Notwithstanding any other provision of this Article III Section 5.2 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 Company 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 General Interest Rate 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 5.2(d) 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 Manager to the effect that a lower rate is applicable, or that no withholding is applicable.