Common use of Withholding Advances Clause in Contracts

Withholding Advances. The Company is hereby authorized at all times to make payments (“Withholding Advances”) with respect to each Member in amounts required to discharge any obligation of the Company (as determined by the Tax Matters Member based on the advice of legal or tax counsel to the Company) to withhold or make payments to any federal, state, local or foreign taxing authority (a “Taxing Authority”) with respect to any Distribution or allocation by the Company of income or gain to such Member and to withhold the same from Distributions to such Member. Any funds withheld from a Distribution by reason of this Section 7.05(b) shall nonetheless be deemed Distributed to the Member in question for all purposes under this Agreement and, at the option of the Board, shall be charged against the Member’s Capital Account.

Appears in 5 contracts

Samples: Limited Liability Company Agreement (Shepherd's Finance, LLC), Operating Agreement (Helpful Alliance Co), Limited Liability Company Agreement (TWO RIVERS WATER & FARMING Co)

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Withholding Advances. The Company is hereby authorized at all times to make payments (“Withholding Advances”) with respect to each Member in amounts required to discharge any obligation of the Company (as determined by the Tax Matters Member based on the advice of legal or tax counsel to the Company) to withhold or make payments to any federal, state, local or foreign taxing authority (a “Taxing Authority”) with respect to any Distribution or allocation by the Company of income or gain to such Member and to withhold the same from Distributions to such Member. Any funds withheld from a Distribution by reason of this Section 7.05(b) § 7.6.2 shall nonetheless be deemed Distributed to the Member in question for all purposes under this Agreement and, at the option of the Board, shall be charged against the Member’s Capital AccountAgreement.

Appears in 2 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Forterra, Inc.)

Withholding Advances. The Company is hereby authorized at all times to make payments (“Withholding Advances”) with respect to each Member in amounts required to discharge any obligation of the Company (as determined by the Tax Matters Member Partner based on the advice of legal or tax counsel to the Company) to withhold or make payments to any federal, state, local or foreign taxing authority (a “Taxing Authority”) with respect to any Distribution or allocation by the Company of income or gain to such Member and to withhold the same from Distributions to such Member. Any funds withheld from a Distribution by reason of this Section 7.05(b6.2(b) shall nonetheless be deemed Distributed to the Member in question for all purposes under this Agreement and, at the option of the Board, shall be charged against the Member’s Capital Account.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Calavo Growers Inc), Limited Liability Company Agreement (Calavo Growers Inc)

Withholding Advances. The Company is hereby authorized at all times to make payments (“Withholding Advances”) with respect to each Member in amounts required to discharge any obligation of the Company (as determined by the Tax Matters Member Board based on the advice of legal or tax counsel to the Company) to withhold or make payments to any federal, state, local or foreign taxing authority (a “Taxing Authority”) with respect to any Distribution or allocation by the Company of income or gain to such Member and to withhold the same from Distributions to such Member. Any funds withheld from a Distribution by reason of this Section 7.05(b6.2(b) shall nonetheless be deemed Distributed to the Member in question for all purposes under this Agreement and, at the option of the Board, shall be charged against the Member’s Capital AccountAgreement.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Calavo Growers Inc), Limited Liability Company Agreement (Calavo Growers Inc)

Withholding Advances. The Company is hereby authorized at all times to make payments ("Withholding Advances") with respect to each Member in amounts required to discharge any obligation of the Company (as determined by the Tax Matters Member Representative based on the advice of legal or tax counsel to the Company) to withhold or make payments to any federal, state, local or foreign taxing authority (a "Taxing Authority") with respect to any Distribution distribution or allocation by the Company of income or gain to such Member and to withhold the same from Distributions distributions to such Member. Any funds withheld from a Distribution distribution by reason of this Section 7.05(b6.02(b) shall nonetheless be deemed Distributed distributed to the Member in question for all purposes under this Agreement and, at the option of the Board, shall be charged against the Member’s Capital AccountAgreement.

Appears in 2 contracts

Samples: LLC Operating Agreement, LLC Operating Agreement

Withholding Advances. The Company is hereby authorized at all times to make payments (“Withholding Advances”) with respect to each Member in amounts required to discharge any obligation of the Company (as determined by the Tax Matters Member Representative based on the advice of legal or tax counsel to the Company) to withhold or make payments to any federal, state, local or foreign taxing authority (a “Taxing Authority”) with respect to any Distribution or (prior to the Corporate Election Effective Date) allocation by the Company of income or gain to such Member and to withhold the same from Distributions to such Member. Any funds withheld from a Distribution by reason of this Section 7.05(b7.04(c) shall nonetheless be deemed Distributed to the Member in question for all purposes under this Agreement and, at the option of the Board, shall be charged against the Member’s Capital AccountAgreement.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Ascend Wellness Holdings, LLC), Limited Liability Company Agreement (Ascend Wellness Holdings, LLC)

Withholding Advances. The Company Manager is hereby authorized at all times to cause the Company to make payments (“Withholding Advances”) with respect to each Member in amounts required to discharge any obligation of the Company (as determined by the Tax Matters Member Manager based on the advice of legal or tax counsel to the Company) to withhold or make payments to any federal, state, local or foreign taxing authority (a “Taxing Authority”) with respect to any Distribution distribution or allocation by the Company of income or gain to such Member and to withhold the same from Distributions distributions to such Member. Any funds withheld from a Distribution distribution by reason of this Section 7.05(b6.02(c) shall nonetheless be deemed Distributed distributed to the Member in question for all purposes under this Agreement and, at the option of the Board, shall be charged against the Member’s Capital AccountAgreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Rayven Properties, LLC)

Withholding Advances. The Company is hereby authorized at all times to make payments (“Withholding Advances”) with respect to each Member in amounts required to discharge any obligation of the Company (as determined by the Tax Matters Member Board based on the advice of legal or tax counsel to the Company) to withhold or make payments to any federal, state, local or foreign taxing authority (a “Taxing Authority”) with respect to any Distribution or allocation by the Company of income or gain to such Member and to withhold the same from Distributions to such Member. Any funds withheld from a Distribution by reason of this Section 7.05(b7.04(b) shall nonetheless be deemed Distributed to the Member in question for all purposes under this Agreement and, at the option of the Board, shall be charged against the Member’s Capital Account.

Appears in 1 contract

Samples: Limited Liability Company Agreement

Withholding Advances. The Company is hereby authorized at all times to make payments ("Withholding Advances") with respect to each Member in amounts required to discharge any obligation of the Company (as determined by the Tax Matters Member Person based on the advice of legal or tax counsel to the Company) to withhold or make payments to any federal, state, local or foreign taxing authority (a "Taxing Authority") with respect to any Distribution distribution or allocation by the Company of income or gain to such Member and to withhold the same from Distributions distributions to such Member. Any funds withheld from a Distribution distribution by reason of this Section 7.05(b6.03(b) shall nonetheless be deemed Distributed distributed to the Member in question for all purposes under this Agreement and, at the option of the Board, shall be charged against the Member’s Capital AccountAgreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Tecogen Inc.)

Withholding Advances. The Company is hereby authorized at all times to make payments ("Withholding Advances") with respect to each Member in amounts required to discharge any obligation of the Company (as determined by the Tax Matters Member Partnership Representative based on the advice of legal or tax counsel to the Company) to withhold or make payments to any federal, state, local local, or foreign taxing authority (a “Taxing Authority") with respect to any Distribution or allocation by the Company of income or gain to such Member and to withhold the same from Distributions to such Member. Any funds withheld from a Distribution by reason of this Section 7.05(b7.04(b) shall nonetheless be deemed Distributed to the Member in question for all purposes under this Agreement and, at the option of the Board, shall be charged against the Member’s Capital AccountAgreement.

Appears in 1 contract

Samples: Operating Agreement (Csac Acquisition Inc.)

Withholding Advances. The Company is hereby authorized at all times to make payments (“Withholding Advances”) with respect to each Member in amounts required to discharge any obligation of the Company (as determined by the Tax Matters Member based on the advice of legal or tax counsel to the Company) to withhold or make payments to any federal, state, local or foreign taxing authority (a “Taxing Authority”) with respect to any Distribution or allocation by the Company of income or gain to such Member and to withhold the same from Distributions to such Member. Any funds withheld from a Distribution by reason of this Section 7.05(b) shall nonetheless be deemed Distributed to the Member in question for all purposes under this Agreement and, at the option of the BoardManaging Member, shall be charged against the Member’s Capital Account.

Appears in 1 contract

Samples: Equity Incentive Unit Grant Agreement

Withholding Advances. The Company is hereby authorized at all times to make payments (“Withholding Advances”) with respect to each Member in amounts required to discharge any obligation of the Company (as determined by the Tax Matters Member based on the advice of legal or tax counsel to the Company) to withhold or make payments to any federal, state, local or foreign taxing authority (a “Taxing Authority”) with respect to any Distribution or allocation by the Company of income or gain to such Member and to withhold the same from Distributions to such Member. Any funds withheld from a Distribution by reason of this Section 7.05(b3.04(b) shall nonetheless be deemed Distributed to the Member in question for all purposes under this Agreement and, at the option of the BoardTax Matters Member, shall be charged against the Member’s 's Capital Account.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Capstone Therapeutics Corp.)

Withholding Advances. The Company is hereby authorized at all times to make payments (“Withholding Advances”) with respect to each Member in amounts required to discharge any obligation of the Company (as determined by the Tax Matters Member Board based on the advice of legal or tax counsel to the Company) to withhold or make payments to any U.S. federal, state, local or foreign taxing authority (a “Taxing Authority”) with respect to any Distribution or allocation by the Company of income or gain to such Member and to withhold the same from Distributions to such Member. Any funds withheld from a Distribution by reason of this Section 7.05(b) shall nonetheless be deemed Distributed to the Member in question for all purposes under this Agreement and, at the option of the Board, shall be charged against the Member’s Capital Account.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Liquid Holdings Group LLC)

Withholding Advances. The Company is hereby authorized at all times to make payments (“Withholding Advances”) with respect to each Member in amounts required to discharge any obligation of the Company (as determined by the Tax Matters Member based on the advice of legal or tax counsel to the Company) to withhold or make payments to any federal, state, local or foreign taxing authority (a “Taxing Authority”) with respect to any Distribution or allocation by the Company of income or gain to such Member and to withhold the same from Distributions to such Member. Any funds withheld from a Distribution by reason of this Section 7.05(b) shall nonetheless be deemed Distributed to the Member in question with respect to which such withholdings have been made for all purposes under of this Agreement and, at the option of the BoardManager, shall be charged against the that Member’s Capital Account.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Global Defense & National Security Holdings LLC)

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Withholding Advances. The Company is hereby authorized at all times to make payments (“Withholding Advances”) with respect to each Member in amounts required to discharge any obligation of the Company (as determined by the Tax Matters Member Representative based on the advice of legal or tax counsel to the Company) to withhold or make payments to any federal, state, local or foreign taxing authority (a “Taxing Authority”) with respect to any Distribution distribution or allocation by the Company of income or gain to such Member and to withhold the same from Distributions distributions to such Member. Any funds withheld from a Distribution distribution by reason of this Section 7.05(b6.02(b) shall nonetheless be deemed Distributed distributed to the Member in question for all purposes under this Agreement and, at the option of the Board, shall be charged against the Member’s Capital AccountAgreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (CurrencyWorks Inc.)

Withholding Advances. The Company is hereby authorized at all times to make payments ("Withholding Advances") with respect to each Member in amounts required to discharge any obligation of the Company (as determined by the Tax Matters Member based on the advice of legal or tax counsel to the Company) to withhold or make payments to any federal, state, local or foreign taxing authority (a "Taxing Authority") with respect to any Distribution or allocation by the Company of income or gain to such Member and to withhold the same from Distributions to such Member. Any funds withheld from a Distribution by reason of this Section 7.05(b) shall nonetheless be deemed Distributed to the Member in question for all purposes under this Agreement and, at the option of the Board, shall be charged against the Member’s 's Capital Account.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Good Hemp, Inc.)

Withholding Advances. The Company is hereby authorized at all times to make payments (“Withholding Advances”) with respect to each Member in amounts required to discharge any obligation of the Company (as determined by the Tax Matters Member based on the advice of legal or tax counsel to the Company) to withhold or make payments to any federal, state, local or foreign taxing authority (a “Taxing Authority”) with respect to any Distribution or allocation by the Company of income or gain to such Member and to withhold the same from Distributions to such Member. Any funds withheld from a Distribution by reason of this Section 7.05(bVII.4(b) shall nonetheless be deemed Distributed to the Member in question for all purposes under this Agreement and, at the option of the BoardManager, shall be charged against the Member’s 's Capital Account.

Appears in 1 contract

Samples: Operating Agreement

Withholding Advances. The Company is hereby authorized at all times to make payments (Withholding Advances”) with respect to each Member Unitholder in amounts required to discharge any obligation of the Company (as determined by the Tax Matters Member Representative based on the advice of legal or tax counsel to the Company) to withhold or make payments to any federal, state, local local, or foreign taxing authority (a “Taxing Authority”) with respect to any Distribution distribution or allocation by the Company of income or gain to such Member and to withhold the same from Distributions distributions to such MemberUnitholder. Any funds withheld from a Distribution distribution by reason of this Section 7.05(b) 6.03 shall nonetheless be deemed Distributed distributed to the Member Unitholder in question for all purposes under this Agreement and, at the option of the BoardManagers, shall be charged against the MemberUnitholder’s Capital Account.

Appears in 1 contract

Samples: Operating Agreement

Withholding Advances. The Company is hereby authorized at all times to make payments (“Withholding Advances”) with respect to each Member in amounts required to discharge any obligation of the Company (as determined by the Tax Matters Member Representative based on the advice of legal or tax counsel to the Company) to withhold or make payments to any federal, state, local or foreign taxing authority (a “Taxing Authority”) with respect to any Distribution distribution or allocation by the Company of income or gain to such Member and to withhold the same from Distributions distributions to such Member. Any funds withheld from a Distribution distribution by reason of this Section 7.05(b6.04(b) shall nonetheless be deemed Distributed distributed to the Member in question for all purposes under this Agreement and, at the option of the Board, shall be charged against the Member’s Capital AccountAgreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Lendway, Inc.)

Withholding Advances. The Company is hereby authorized at all times to make payments (“Withholding Advances”) with respect to each Member in amounts required to discharge any obligation of the Company (as determined by the Tax Matters Member based on the advice of legal or tax counsel to the Company) to withhold or make payments to any federal, state, local or foreign taxing authority (a “Taxing Authority”) with respect to any Distribution or allocation by the Company of income or gain to such Member and to withhold the same from Distributions to such Member. , Any funds withheld from a Distribution by reason of this Section 7.05(b) shall nonetheless be deemed Distributed to the Member in question for all purposes under this Agreement and, at the option of the Board, shall be charged against the Member’s Capital Account.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Longeveron LLC)

Withholding Advances. The Company is hereby authorized at all times to make payments (“Withholding Advances”) with respect to each Member in amounts required to discharge any obligation of the Company (as determined by the Tax Matters Member or Partnership Representative based on the advice of legal or tax counsel to the Company) to withhold or make payments to any federal, state, local or foreign taxing authority (a “Taxing Authority”) with respect to any Distribution or allocation by the Company of income or gain to such Member and to withhold the same from Distributions to such Member. Any funds withheld from a Distribution by reason of this Section 7.05(b) shall nonetheless be deemed Distributed to the Member in question for all purposes under this Agreement and, at the option of the Board, shall be charged against the Member’s Capital AccountAgreement.

Appears in 1 contract

Samples: Class B Preferred Unit Purchase Agreement (Learn SPAC HoldCo, Inc.)

Withholding Advances. The Company is hereby authorized at all times to make payments ("Withholding Advances") with respect to each Member in amounts required to discharge any obligation of the Company (as determined by the Tax Matters Member based on the advice of legal or tax counsel to the Company) to withhold or make payments to any federal, state, local or foreign taxing authority (a "Taxing Authority") with respect to any Distribution distribution or allocation by the Company of income or gain to such Member and to withhold the same from Distributions distributions to such Member. Any funds withheld from a Distribution distribution by reason of this Section 7.05(b6.02(b) shall nonetheless be deemed Distributed distributed to the Member in question for all purposes under this Agreement and, at the option of the Board, shall be charged against the Member’s Capital AccountAgreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Scio Diamond Technology Corp)

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