Withheld Taxes. All amounts withheld pursuant to the Code or any provision of any state or local tax law with respect to any payment, distribution or allocation to the Company or the Members shall be treated as amounts distributed to the Members pursuant to this Article VI for all purposes of this Agreement. The Board is authorized to withhold from distributions, or with respect to allocations, to the Members and to pay over to any federal, state or local government any amounts required to be so withheld pursuant to the Code or any provision of any other federal, state or local law and shall allocate such amounts to those Members with respect to which such amounts were withheld.
Withheld Taxes. All amounts withheld pursuant to the Code or any provision of any state, local or non-U.S. tax law with respect to any payment, distribution or allocation to the Company or the Economic Members shall be treated as amounts distributed to the Economic Members pursuant to this Article VII for all purposes of this Agreement. The Company is authorized to withhold from distributions, or with respect to allocations, to the Economic Members and to pay over to any federal, state, local or non-U.S. government any amounts required to be so withheld pursuant to the Code or any provision of any other federal, state, local or non-U.S. law and shall allocate such amounts to those Economic Members with respect to which such amounts were withheld.
Withheld Taxes. (a) Each Member shall, to the fullest extent permitted by Applicable Law, indemnify and hold harmless each Person who is, or who is deemed to be, the responsible withholding agent (the “Withholding Agent”) for federal, state, local and non-U.S. Tax purposes against all claims, liabilities and expenses of whatever nature relating to the Withholding Agent’s obligation to withhold and to pay over, or otherwise pay, any withholding or other Taxes on income or gain allocable to such Member, payable by the Company or as a result of such Member’s participation in the Company.
Withheld Taxes. Any amount that the Company is required to withhold and deposit with any Governmental Authority with respect to any United States Federal, state or local Tax liability of a Member shall be treated as an amount distributed to such Member and shall reduce, dollar for dollar, any distribution that would otherwise be made to such Member pursuant to Section 6.03 or Section 6.04 for that or any subsequent period. Any amounts withheld with respect to any payment or allocation by the Company to the Members prior to the date that such Member would otherwise have received the distribution of such amounts, shall be treated as a loan by the Company to such Member, which loan shall be subject to interest at a rate equal to LIBOR plus two percent (2%).
Withheld Taxes. All amounts withheld pursuant to the Code or any provision of any state or local tax law with respect to any Member or Assignee shall be treated as a Distribution to the respective Member or Assignee pursuant to this Article IX for all purposes of this Agreement, except to the extent such amount exceeds the amount distributed (or treated as distributed) pro rata to the Members and Assignees in accordance with their Units, which excess shall be treated as a loan to the respective Member or Assignee and shall be repaid by the respective Member or Assignee receiving such loan at the time that the Company is required to pay over such amount to any federal, state or local government. The Managers are authorized to withhold from distributions, or with respect to allocations, to the Members or Assignees and to pay over to any federal, state or local government any amounts required to be so withheld pursuant to the Code or any provision of any other federal, state or local law and shall allocate such amounts to those Members or Assignees with respect to which such amounts were withheld. If the Managers conclude that the Company is required to withhold any amount as described in the preceding sentence, it shall provide prompt written notice to the Members and Assignees of the reasons it believes that the Company is required to so withhold and an explanation of the calculation of the amounts withheld or to be withheld. For purposes of this Section 9.2, the Company may assume that any Member or Assignee who fails to provide to the Company satisfactory evidence of his tax status for United States federal income tax purposes is a foreign person. Each Member agrees to provide written notice to the Company within sixty days of any change in such Member's tax status for United States federal income tax purposes.
Withheld Taxes. If, after a determination by foreign tax authorities, any taxes are required to be withheld, on payments made by COMPANY to MS, COMPANY may deduct such taxes from the amount owed MS and pay them to the appropriate taxing authority, provided however, that COMPANY shall promptly secure and deliver to MS an official receipt for any such taxes withheld or other documents necessary to enable MS to claim a U.S. Foreign Tax Credit. COMPANY will make certain that any taxes withheld are minimized to the extent possible under applicable law. COMPANY shall indemnify, defend and hold MS harmless from any claims or liabilities arising from or related to any failure by COMPANY to comply with Subsection 4.6.
Withheld Taxes. Any amount that the Fund is required to withhold and deposit with any governmental authority with respect to any federal, state or local tax liability of a Member, including any withholding pursuant to Code section 1441, 1442, 1445 or 1446, shall be treated as an amount distributed to such Member and shall reduce, dollar for dollar, any distribution that would otherwise be made to such Member pursuant to Sections 5.1 and 5.2 for that or any subsequent period. Should the amount withheld for any period exceed the amount that would have been distributed to that Member pursuant to Sections 5.1 and 5.2 for that period, the excess will be treated as a recourse loan from the Fund to that Member bearing interest at an annual rate equal to the "prime rate", as announced from time to time in the Wall Street Journal on the date such deposit for tax liability was made until the date of repayment thereof. That loan and interest thereon will be paid by reduction of any subsequent distributions to that Member pursuant to Sections 5.1 and 5.2. THIS PAGE INTENTIONALLY LEFT BLANK
Withheld Taxes. If, after a determination by foreign tax authorities, any taxes are required to be withheld, on payments made by COMPANY to MICROSOFT, COMPANY may deduct such taxes from the amount owed MICROSOFT and pay them to the appropriate taxing authority, provided however, that COMPANY shall promptly secure and deliver to MICROSOFT an official receipt for any such taxes withheld or other documents necessary to enable MICROSOFT to claim a U.S. Foreign Tax Credit. COMPANY will make certain that any taxes withheld are minimized to the extent possible under applicable law. 5.13 COMPLIANCE WITH APPLICABLE LAWS/ANTI-PIRACY COMPANY shall ensure that it performs its obligations under this Agreement in accordance with any and all applicable laws and regulations in the Territory. Additionally, COMPANY shall take all commercially reasonable steps to prevent unauthorized distribution, duplication or pirating of the License Software Product. 5.14 SALES TAXES COMPANY shall either provide MICROSOFT with a bona fide resale certificate for all License Confirmations delivered through COMPANY by MICROSOFT pursuant to the terms of this Agreement, or shall pay to MICROSOFT all applicable sales, use or other excise taxes due on such License Confirmations. 5.15 AGREEMENTS BETWEEN COMPANY AND VOLUME LICENSING CUSTOMERS COMPANY shall have complete discretion to establish with each Volume Licensing Customer the pricing and all other terms and conditions regarding COMPANY's collection of orders for License Confirmations and payments for Select Software Product from Volume Licensing Customers. The negotiation of these terms between COMPANY and its Volume Licensing Customers shall not be subject to approval or review by MICROSOFT in any way. Page 6 MSLI, GP Large Account Reseller Agreement MICROSOFT <PAGE> 7 5.16 SYSTEMS YEAR 2000 READINESS COMPANY will use its best efforts to ensure that all systems used to manage and report orders for License Confirmations and to otherwise fulfill COMPANY's obligations under this Agreement are Year 2000 compliant. MICROSOFT reserves the right to monitor and review COMPANY's systems capabilities as is necessary to ensure COMPANY's ability to perform its obligations under this Agreement during the transition between the 1999 and 2000 calendar years. Additionally, COMPANY will provide MICROSOFT with reports on COMPANY's Year 2000 readiness on MICROSOFT's request. 5.17 ROLE OF THE SELECT PROGRAM ADMINISTRATOR COMPANY agrees to appoint a representative to serve as...
Withheld Taxes. To the extent any Company Tax is withheld by the Company and paid on behalf of Vendor, the Company shall provide Vendor upon request with documentation evidencing that such Taxes were, in fact, paid to the applicable authority.
Withheld Taxes. If, as of the Closing Date, Sellers have not yet paid or deposited with the appropriate Governmental Authority or Authorities all Taxes or other amounts that the Sellers withheld or were required to withhold from Employees of the Business or with respect to amounts paid or owing to any independent contractor, creditor, partner or other third party, as described in Section 4.17(b), Sellers shall timely pay or deposit such amounts with the appropriate Governmental Authority or Authorities on or before the date on which such payments or deposits are due. In the case of any such payment or deposit, Sellers shall provide Buyer with a record or receipt from the appropriate Governmental Authority indicating the amount that Sellers have paid or deposited.
