Withholding Advances — Reimbursement of Liabilities. Each Member hereby agrees to reimburse the Company for any liability with respect to Withholding Advances (including interest thereon) required or made on behalf of or with respect to such Member (including penalties imposed with respect thereto).
Withholding Advances — Reimbursement of Liabilities. Each Member hereby agrees to reimburse the Company for any liability with respect to Withholding Advances (including interest thereon) required or made on behalf of or with respect to such Member (including penalties imposed with respect thereto). The obligations of a Member with respect to the repayment and reimbursement of Withholding Advances will survive the termination, liquidation, winding up and dissolution of the Company and will survive the partial or complete transfer or redemption of a Member’s interests in the Company.
Withholding Advances — Reimbursement of Liabilities. Each Partner shall reimburse the Partnership for any liability with respect to Withholding Advances (including interest thereon and any expenses related thereto) required or made on behalf of or with respect to such Partner (including penalties imposed with respect thereto).
Withholding Advances — Reimbursement of Liabilities. Each Partner hereby agrees to reimburse the Partnership and the General Partner for any liability with respect to Withholding Advances (including interest thereon) required or made on behalf of or with respect to such Partner (including penalties imposed with respect thereto); provided, that no Partner shall be required to reimburse the Partnership or the General Partner for any payment by the Partnership or the General Partner of any interest or penalties imposed with respect to Withholding Advances if such payment obligation arose due to the General Partner’s gross negligence or willful misconduct. It is hereby understood and agreed that if the proviso in the preceding sentence applies, then to the extent the payment of such interest or penalties was made by the Partnership, the General Partner shall be responsible for reimbursing the Partnership for the amount of such payment.
Withholding Advances — Reimbursement of Liabilities. Each Member hereby agrees to reimburse the Company for any liability with respect to Withholding Advances (including interest thereon) required or made on behalf of or with respect to such Member (including penalties imposed with respect thereto). The obligations of a Member with respect to the repayment and reimbursement of Withholding Advances will survive the termination, liquidation, winding up and dissolution of the Company and will survive the partial or complete transfer or redemption of a Member’s interests in the Company. For the avoidance of doubt, the provisions of this Agreement relating to Withholding Advances shall be subject to the terms of the WWE Transaction Agreement, and in no event will the Company recover from any person amounts purportedly constituting Withholding Advances which amounts are subject to indemnification by the Company in favor of such person under the terms of the WWE Transaction Agreement.
Withholding Advances — Reimbursement of Liabilities. Each Limited Partner xxxxxx agrees to indemnify and hold harmless the Partnership and the General Partner for any liability with respect to Withholding Advances required or made on behalf of or with respect to such Limited Partner (including penalties imposed with respect thereto). For the avoidance of doubt, such obligation shall survive (i) the withdrawal of a Limited Partner from the Partnership, (ii) the transfer of a Limited Partner’s Interest in the Partnership, the removal of the General Partner, and (iii) the Termination of the Partnership. FCERA Taxes. FCERA represents to the General Partner that it is a tax exempt entity under United States federal, state and local laws, and has never been subject to, and is unlikely to be subject to, any tax withholding requirements of the United States federal, state or local laws. Based on the foregoing, the General Partner agrees that, before withholding and paying over to the United States taxing authority any amount purportedly representing a tax liability of FCERA pursuant to this Section 3.6, the General Partner will provide FCERA with written notice of the claim (of which the General Partner becomes aware) of any United States taxing authority that such withholding and payment is required by law in order to enable the Investor to contest such claim during any period at its expense, and will further provide the Investor with such information in its possession or reasonably available to it without expense as the Investor may reasonably request in support of such contest, provided that such contest does not subject the Partnership or the General Partner (or any of its partners, members or affiliates) to any potential liability to such taxing authority for any such claimed withholding and payment and would not otherwise result in adverse consequences to the Partnership or the General Partner (or any of its partners, members or affiliates).
