Common use of Withholding; Amounts Withheld Treated as Distributions Clause in Contracts

Withholding; Amounts Withheld Treated as Distributions. (a) To the extent the Company is required by any applicable Law to withhold or to otherwise make tax payments on behalf of or with respect to distributions to, allocations to, or otherwise for any Member in such Person’s capacity as a Member, the Managing Member, on behalf of the Company, is authorized to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by the Company or any of its Affiliates (pursuant to the Code or any provision of U.S. federal, state, local or Canadian or other foreign tax law) with respect to each Member or as a result of each Member’s participation in the Company; and if and to the extent that the Company shall be required to withhold or pay any such withholding or other taxes with respect to any 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 other tax is required to be paid, which payment shall (except to the extent that the funds for the payment are supplied by the Member as provided below) be deemed to be a distribution with respect to such Member’s interest in the Company to the extent that the Member (or any successor to such Member’s interest in the Company) 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 Managing Member shall notify such Member as to the amount of such excess and such Member shall make a prompt payment to the Company of such amount by wire transfer. No such payment will be treated as a Capital Contribution. If any Member represents to the Managing Member in writing that it is exempt from taxation under U.S. federal, state or local or Canadian or other foreign tax laws along with any other certificate that the Managing Member may reasonably request with respect to such Laws, the Managing Member will, before withholding and paying over to any U.S. federal, state or local or Canadian or other foreign taxing authority any amount purportedly representing a tax liability of such a Member, provide that Member with written notice of the taxing authority’s claim that withholding and payment is required by law, and provide the Member the opportunity to contest the claim during any period, so long as the contest does not subject the Company, the Managing Member or any of their Affiliates to any potential liability to any such taxing authority for the claimed withholding and payment or any interest or penalties with respect thereto. (b) If the Company makes a distribution in kind and such distribution is subject to a required withholding, the Managing Member shall notify such Member as to the extent (if any) of the amount of such required withholding, and such Member shall make a prompt payment to the Company of such amount by wire transfer. No such payment will be treated as a Capital Contribution. This clause (b) shall not apply to payments made to Canadian Parent or U.S. Holdings (or any 100% owned Subsidiary of Canadian Parent) pursuant to Section 9.1(c). (c) Any withholdings referred to in this Section 9.3 in respect of a Member shall be made at the maximum applicable statutory rate under the applicable tax law unless the Managing Member shall have received (i) an opinion of counsel or other evidence, satisfactory to the Managing Member, to the effect that a lower rate is applicable, or that no withholding is applicable and (ii) any documentation required by the relevant taxing authority to establish the entitlement of such Member to such lower rate or that no withholding is applicable. (d) If the Company receives a distribution from or in respect of which tax has been withheld, the Company shall be treated as having received cash in an amount equal to the amount of such withheld tax, and each Member shall be treated as having received as a distribution the portion of such amount that is attributable to such Member’s interest in the Company as equitably determined by the Managing Member. (e) If any tax is withheld with respect to a Member’s investment in the Company by a taxing authority outside of the United States and outside the jurisdiction of the Member’s organization, formation or operations, the Managing Member shall notify the affected Member and shall, at the request and at the expense of the Company, use its reasonable efforts to assist the Member in recovering any tax so withheld. (f) Each holder of Class C Units 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 for U.S. federal, state, local or Canadian or other foreign income tax purposes against all claims, liabilities and expenses of whatever nature relating to such Person’s obligation to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by the Company or as a result of such holder of Class C Units’ participation in the Company except for any such claims, liabilities and expenses resulting from such Person’s willful malfeasance, recklessness or gross negligence.

Withholding; Amounts Withheld Treated as Distributions. (a) To the extent the Company is required by any applicable Law to withhold or to otherwise make tax payments on behalf of or with respect to distributions to, allocations to, or otherwise for any Member in such Person’s capacity as a Member, the Managing Member, on behalf of the Company, is authorized to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by the Company or any of its Affiliates (pursuant to the Code or any provision of U.S. federal, state, local or Canadian or other foreign tax law) with respect to each Member or as a result of each Member’s participation in the Company; and if and to the extent that the Company shall be required to withhold or pay any such withholding or other taxes with respect to any 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 other tax is required to be paid, which payment shall (except to the extent that the funds for the payment are supplied by the Member as provided below) be deemed to be a distribution with respect to such Member’s interest in the Company to the extent that the Member (or any successor to such Member’s interest in the Company) 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 Managing Member shall notify such Member as to the amount of such excess and such Member shall make a prompt payment to the Company of such amount by wire transfer. No such payment will be treated as a Capital Contribution. If any Member represents to the Managing Member in writing that it is exempt from taxation under U.S. federal, state or local or Canadian or other foreign tax laws along with any other certificate that the Managing Member may reasonably request with respect to such Laws, the Managing Member will, before withholding and paying over to any U.S. federal, state or local or Canadian or other foreign taxing authority any amount purportedly representing a tax liability of such a Member, provide that Member with written notice of the taxing authority’s claim that withholding and payment is required by law, and provide the Member the opportunity to contest the claim during any period, so long as the contest does not subject the Company, the Managing Member or any of their Affiliates to any potential liability to any such taxing authority for the claimed withholding and payment or any interest or penalties with respect thereto. (b) If the Company makes a distribution in kind and such distribution is subject to a required withholding, the Managing Member shall notify such Member as to the extent (if any) of the amount of such required withholding, and such Member shall make a prompt payment to the Company of such amount by wire transfer. No such payment will be treated as a Capital Contribution. This clause (b) shall not apply to payments made to Canadian Parent or U.S. Holdings (or any 100% owned Subsidiary of Canadian Parent) pursuant to Section 9.1(c)) . (c) Any withholdings referred to in this Section 9.3 in respect of a Member shall be made at the maximum applicable statutory rate under the applicable tax law unless the Managing Member shall have received (i) an opinion of counsel or other evidence, satisfactory to the Managing Member, to the effect that a lower rate is applicable, or that no withholding is applicable and (ii) any documentation required by the relevant taxing authority to establish the entitlement of such Member to such lower rate or that no withholding is applicable. (d) If the Company receives a distribution from or in respect of which tax has been withheld, the Company shall be treated as having received cash in an amount equal to the amount of such withheld tax, and each Member shall be treated as having received as a distribution the portion of such amount that is attributable to such Member’s interest in the Company as equitably determined by the Managing Member. (e) If any tax is withheld with respect to a Member’s investment in the Company by a taxing authority outside of the United States and outside the jurisdiction of the Member’s organization, formation or operations, the Managing Member shall notify the affected Member and shall, at the request and at the expense of the Company, use its reasonable efforts to assist the Member in recovering any tax so withheld. (f) Each holder of Class C Units 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 for U.S. federal, state, local or Canadian or other foreign income tax purposes against all claims, liabilities and expenses of whatever nature relating to such Person’s obligation to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by the Company or as a result of such holder of Class C Units’ participation in the Company except for any such claims, liabilities and expenses resulting from such Person’s willful malfeasance, recklessness or gross negligence.

Withholding; Amounts Withheld Treated as Distributions. (a) To the extent the Company is required by any applicable Law to withhold or to otherwise make tax payments on behalf of or with respect to distributions to, allocations to, or otherwise for any Member in such Person’s capacity as a Member, the Managing Member, on behalf of the Company, is authorized to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by the Company or any of its Affiliates (pursuant to the Code or any provision of U.S. federal, state, local or Canadian or other foreign tax law) with respect to each Member or as a result of each Member’s participation in the Company; and if and to the extent that the Company shall be required to withhold or pay any such withholding or other taxes with respect to any 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 other tax is required to be paid, which payment shall (except to the extent that the funds for the payment are supplied by the Member as provided below) be deemed to be a distribution with respect to such Member’s interest in the Company to the extent that the Member (or any successor to such Member’s interest in the Company) 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 Managing Member shall notify such Member as to the amount of such excess and such Member shall make a prompt payment to the Company of such amount by wire transfer. No such payment will be treated as a Capital Contribution. If any Member represents to the Managing Member in writing that it is exempt from taxation under U.S. federal, state or local or Canadian or other foreign tax laws along with any other certificate that the Managing Member may reasonably request with respect to such Laws, the Managing Member will, before withholding and paying over to any U.S. federal, state or local or Canadian or other foreign taxing authority any amount purportedly representing a tax liability of such a Member, provide that Member with written notice of the taxing authority’s claim that withholding and payment is required by law, and provide the Member the opportunity to contest the claim during any period, so long as the contest does not subject the Company, the Managing Member or any of their Affiliates to any potential liability to any such taxing authority for the claimed withholding and payment or any interest or penalties with respect thereto. (b) If the Company makes a distribution in kind and such distribution is subject to a required withholding, the Managing Member shall notify such Member as to the extent (if any) of the amount of such required withholding, and such Member shall make a prompt payment to the Company of such amount by wire transfer. No such payment will be treated as a Capital Contribution. This clause (b) shall not apply to payments made to Canadian Parent or U.S. Holdings (or any 100% owned Subsidiary of Canadian Parent) pursuant to Section 9.1(c)) . (c) Any withholdings referred to in this Section 9.3 in respect of a Member shall be made at the maximum applicable statutory rate under the applicable tax law unless the Managing Member shall have received (i) an opinion of counsel or other evidence, satisfactory to the Managing Member, to the effect that a lower rate is applicable, or that no withholding is applicable and (ii) any documentation required by the relevant taxing authority to establish the entitlement of such Member to such lower rate or that no withholding is applicable. (d) If the Company receives a distribution from or in respect of which tax has been withheld, the Company shall be treated as having received cash in an amount equal to the amount of such withheld tax, and each Member shall be treated as having received as a distribution the portion of such amount that is attributable to such Member’s interest in the Company as equitably determined by the Managing Member. (e) If any tax is withheld with respect to a Member’s investment in the Company by a taxing authority outside of the United States and outside the jurisdiction of the Member’s organization, formation or operations, the Managing Member shall notify the affected Member and shall, at the request and at the expense of the Company, use its reasonable efforts to assist the Member in recovering any tax so withheld. (f) Each holder of Class C Units 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 for U.S. federal, state, local or Canadian or other foreign income tax purposes against all claims, liabilities and expenses of whatever nature relating to such Person’s obligation to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by the Company or as a result of such holder of Class C Units’ participation in the Company except for any such claims, liabilities and expenses resulting from such Person’s willful malfeasance, recklessness or gross negligence.