Common use of Withholding Tax Indemnification Clause in Contracts

Withholding Tax Indemnification. (a) If the Company or any other Person in which the Company holds an interest is required by Law to withhold or to make tax payments on behalf of or with respect to any Member, or the Company is subjected to tax itself (including any amounts withheld from amounts directly or indirectly payable to the Company or to any other Person in which the Company holds an interest) by reason of the status of any Member as such or that is specifically attributable to a Member (including federal, state, local or foreign withholding, personal property, unincorporated business or other taxes, the amount of any taxes arising under the BBA Rules, the amount of any taxes imposed under Code Section 1446(f), and any interest, penalties, additions to tax, and expenses related to any such amounts) (“Tax Advances”), the Managing Member may cause the Company to withhold such amounts and cause the Company to make such tax payments as so required, and each Member hereby authorizes the Company to do so. All Tax Advances made on behalf of a Member shall be repaid by reducing the amount of the current or next succeeding distribution pursuant to Section 5.1 or Section 5.2 of this Agreement and, if applicable, the proceeds of liquidation that would otherwise have been made to such Member under this Agreement. For all purposes of this Agreement, such Member shall be treated as having received the amount of the distribution, if applicable, that is equal to the Tax Advance at the time of such Tax Advance. Notwithstanding the foregoing, to the extent that the aggregate amount of Tax Advances for any period made on behalf of a Member exceeds the actual distributions that would have otherwise been made to such Member pursuant to Section 5.1 or Section 5.2 following such Tax Advances, then such Member shall indemnify and hold harmless the Company for the entire amount of such excess (which has not offset distributions pursuant to this Section 10.4). For the avoidance of doubt, any income taxes, penalties, additions to tax and interest payable by the Company or any fiscally transparent entity in which the Company owns an interest shall be treated as specifically attributable to the Members and shall be allocated among the Members such that the burden of (or any diminution in distributable proceeds resulting from) any such amounts is borne by those Members to whom such amounts are specifically attributable (whether as a result of their status, actions, inactions or otherwise, including pursuant to an allocation made under Section 10.3(c)), in each case as reasonably determined by the Partnership Representative. For the avoidance of doubt, any taxes, penalties, and interest payable under the BBA Rules by the Company or any fiscally transparent entity in which the Company owns an interest shall be treated as specifically attributable to the Members of the Company, and the Managing Member shall use commercially reasonable efforts to allocate the burden of (or any diminution in distributable proceeds resulting from) any such taxes, penalties or interest to those Members to whom such amounts are specifically attributable (whether as a result of their status, actions, inactions or otherwise), as determined by the Managing Member.

Withholding Tax Indemnification. (a) If the Company Partnership or any other Person in which the Company Partnership holds an interest is required by Law to withhold or to make tax payments on behalf of or with respect to any MemberPartner, or the Company Partnership is subjected to tax itself (including any amounts withheld from amounts directly or indirectly payable to the Company Partnership or to any other Person in which the Company Partnership holds an interest) by reason of the status of any Member Partner as such or that is specifically attributable to a Member Partner (including federal, state, local or foreign withholdingwithholding or nonresident income taxes, personal property, unincorporated business or other taxes, the amount of any taxes arising under the BBA Rules, the amount of any taxes imposed under Code Section 1446(f), and any interest, penalties, additions to tax, and expenses related to any such amounts) (“Tax Advances”), the Managing Member General Partner may cause the Company Partnership to withhold such amounts and cause the Company Partnership to make such tax payments as so required, and each Member hereby Partner authorizes the Company Partnership to do so. All Tax Advances made on behalf of a Member shall be repaid by reducing the amount of the current or next succeeding distribution pursuant to Section 5.1 or Section 5.2 of this Agreement and, if applicable, the proceeds of liquidation that would otherwise have been made to such Member under this Agreement. For all purposes of this Agreement, such Member Partner shall be treated as having received the amount of the distribution, if applicable, that is equal to the Tax Advance at the time of such Tax Advance. Notwithstanding the foregoing, each Tax Advance shall be repaid by reducing the amount of the current or next succeeding distribution pursuant to Section 4.1; provided that to the extent that the aggregate amount of Tax Advances for any period made on behalf of a Member Partner exceeds the actual distributions that would have otherwise been made to such Member Partner pursuant to Section 5.1 or Section 5.2 4.1 following such Tax Advances, then such Member Partner shall indemnify and hold harmless the Company Partnership for the entire amount of such excess (which has not offset distributions pursuant to this Section 10.49.4) (an “Excess Tax Advance”); provided that any Excess Tax Advance with respect to any Partner shall be required to be repaid by such Partner in full prior to or in connection with any Transfer or Exchange of Partnership Units held by such Partner. For the avoidance of doubt, any income taxes, penalties, additions to tax and interest payable, and any taxes, penalties and interest payable under the BBA Rules, by the Company Partnership or any fiscally transparent entity in which the Company Partnership owns an interest shall be treated as specifically attributable to the Members Partners and shall be allocated among treated as a Tax Advance with respect to the Members Partners such that the burden of (or any diminution in distributable proceeds resulting from) any such amounts is borne by those Members to whom such amounts are specifically attributable (whether as a result of their status, actions, inactions or otherwise, including pursuant to an allocation made under Section 10.3(c)), in each case as reasonably determined by the Partnership Representative. For the avoidance of doubt, any taxes, penalties, and interest payable under the BBA Rules by the Company or any fiscally transparent entity in which the Company owns an interest shall be treated as specifically attributable to the Members of the Company, and the Managing Member shall use commercially reasonable efforts to allocate the burden of (or any diminution in distributable proceeds resulting from) any such taxes, penalties or interest to those Members Partners to whom such amounts are specifically attributable (whether as a result of their status, actions, inactions or otherwise), in each case as reasonably determined by the Managing MemberGeneral Partner.

Withholding Tax Indemnification. (a) If the Company Partnership or any other Person in which the Company Partnership holds an interest is required by Law to withhold or to make tax payments on behalf of or with respect to any MemberPartner, or the Company Partnership is subjected to tax itself (including any amounts withheld from amounts directly or indirectly payable to the Company Partnership or to any other Person in which the Company Partnership holds an interest) by reason of the status of any Member Partner as such or that is specifically attributable to a Member Partner (including federal, state, local or foreign withholdingwithholding or nonresident income taxes, personal property, unincorporated business or other taxes, the amount of any taxes arising under the BBA Rules, the amount of any taxes imposed under Code Section 1446(f), and any interest, penalties, additions to tax, and expenses related to any such amounts) (“Tax Advances”), the Managing Member General Partner may cause the Company Partnership to withhold such amounts and cause the Company Partnership to make such tax payments as so required, and each Member hereby Partner authorizes the Company Partnership to do so. All Tax Advances made on behalf of a Member shall be repaid by reducing the amount of the current or next succeeding distribution pursuant to Section 5.1 or Section 5.2 of this Agreement and, if applicable, the proceeds of liquidation that would otherwise have been made to such Member under this Agreement. For all purposes of this Agreement, such Member Partner shall be treated as having received the amount of the distribution, if applicable, that is equal to the Tax Advance at the time of such Tax Advance. Notwithstanding the foregoing, each Tax Advance shall be repaid by reducing the amount of the current or next succeeding distribution pursuant to Section 4.1; provided, that, to the extent that the aggregate amount of Tax Advances for any period made on behalf of a Member Partner exceeds the actual distributions that would have otherwise been made to such Member Partner pursuant to Section 5.1 or Section 5.2 4.1 following such Tax Advances, then such Member Partner shall indemnify and hold harmless the Company Partnership for the entire amount of such excess (which has not offset distributions pursuant to this Section 10.49.4) (an “Excess Tax Advance”); provided, that any Excess Tax Advance with respect to any Partner shall be required to be repaid by such Partner in full prior to or in connection with any Transfer or Exchange of Partnership Units held by such Partner. For the avoidance of doubt, any income taxes, penalties, additions to tax and interest payable, and any taxes, penalties and interest payable under the BBA Rules, by the Company Partnership or any fiscally transparent entity in which the Company Partnership owns an interest shall be treated as specifically attributable to the Members Partners and shall be allocated among treated as a Tax Advance with respect to the Members Partners such that the burden of (or any diminution in distributable proceeds resulting from) any such amounts is borne by those Members to whom such amounts are specifically attributable (whether as a result of their status, actions, inactions or otherwise, including pursuant to an allocation made under Section 10.3(c)), in each case as reasonably determined by the Partnership Representative. For the avoidance of doubt, any taxes, penalties, and interest payable under the BBA Rules by the Company or any fiscally transparent entity in which the Company owns an interest shall be treated as specifically attributable to the Members of the Company, and the Managing Member shall use commercially reasonable efforts to allocate the burden of (or any diminution in distributable proceeds resulting from) any such taxes, penalties or interest to those Members Partners to whom such amounts are specifically attributable (whether as a result of their status, actions, inactions or otherwise), in each case as reasonably determined by the Managing MemberGeneral Partner.

Withholding Tax Indemnification. (a) If the Company Partnership or any other Person in which the Company Partnership holds an interest is required by Law to withhold or to make tax payments on behalf of or with respect to any MemberPartner, or the Company Partnership is subjected to tax itself (including any amounts withheld from amounts directly or indirectly payable to the Company Partnership or to any other Person in which the Company Partnership holds an interest) by reason of the status of any Member Partner as such or that is specifically attributable to a Member Partner (including federal, state, local or foreign withholding, personal property, unincorporated business or other taxes, the amount of any taxes arising under the BBA Rules, the amount of any taxes imposed under Code Section 1446(f), and any interest, penalties, additions to tax, and expenses related to any such amounts) (“Tax Advances”), the Managing Member General Partner may cause the Company Partnership to withhold such amounts and cause the Company Partnership to make such tax payments as so required, and each Member Partner hereby authorizes the Company Partnership to do so. All Tax Advances made on behalf of a Member Partner shall be repaid by reducing the amount of the current or next succeeding distribution pursuant to Section 5.1 or Section 5.2 4.1 of this Agreement and, if applicable, the proceeds of liquidation that would otherwise have been made to such Member Partner under this Agreement. For all purposes of this Agreement, such Member Partner shall be treated as having received the amount of the distribution, if applicable, that is equal to the Tax Advance at the time of such Tax Advance. Notwithstanding the foregoing, to the extent that the aggregate amount of Tax Advances for any period made on behalf of a Member Partner exceeds the actual distributions that would have otherwise been made to such Member Partner pursuant to Section 5.1 or Section 5.2 4.1 following such Tax Advances, then such Member Partner shall indemnify and hold harmless the Company Partnership for the entire amount of such excess (which has not offset distributions pursuant to this Section 10.49.4). For the avoidance of doubt, any income taxes, penalties, additions to tax and interest payable by the Company Partnership or any fiscally transparent entity in which the Company Partnership owns an interest shall be treated as specifically attributable to the Members Partners and shall be allocated among the Members Partners such that the burden of (or any diminution in distributable proceeds resulting from) any such amounts is borne by those Members Partners to whom such amounts are specifically attributable (whether as a result of their status, actions, inactions or otherwise, including pursuant to an allocation made under Section 10.3(c9.3(c)), in each case as reasonably determined by the Partnership Representative. For the avoidance of doubt, any taxes, penalties, and interest payable under the BBA Rules by the Company Partnership or any fiscally transparent entity in which the Company Partnership owns an interest shall be treated as specifically attributable to the Members Partners of the CompanyPartnership, and the Managing Member Board shall use commercially reasonable efforts to allocate the burden of (or any diminution in distributable proceeds resulting from) any such taxes, penalties or interest to those Members Partners to whom such amounts are specifically attributable (whether as a result of their status, actions, inactions or otherwise), as determined by the Managing MemberBoard.

Withholding Tax Indemnification. (a) If the Company Partnership or any other Person in which the Company Partnership holds an interest is required by Law to withhold or to make tax payments on behalf of or with respect to any MemberPartner, or the Company Partnership is subjected to tax itself (including any amounts withheld from amounts directly or indirectly payable to the Company Partnership or to any other Person in which the Company Partnership holds an interest) by reason of the status of any Member Partner as such or that is specifically attributable to a Member Partner (including federal, state, local or foreign withholding, personal property, unincorporated business or other taxes, the amount of any taxes arising under the BBA Rules, the amount of any taxes imposed under Code Section 1446(f), and any interest, penalties, additions to tax, and expenses related to any such amounts) (“"Tax Advances”"), the Managing Member General Partner may cause the Company Partnership to withhold such amounts and cause the Company Partnership to make such tax payments as so required, and each Member Partner hereby authorizes the Company Partnership to do so. All Tax Advances made on behalf of a Member Partner shall be repaid by reducing the amount of the current or next succeeding distribution pursuant to Section 5.1 or Section 5.2 4.1 of this Agreement and, if applicable, the proceeds of liquidation that would otherwise have been made to such Member Partner under this Agreement. For all purposes of this Agreement, such Member Partner shall be treated as having received the amount of the distribution, if applicable, that is equal to the Tax Advance at the time of such Tax Advance. Notwithstanding the foregoing, to the extent that the aggregate amount of Tax Advances for any period made on behalf of a Member Partner exceeds the actual distributions that would have otherwise been made to such Member Partner pursuant to Section 5.1 or Section 5.2 4.1 following such Tax Advances, then such Member Partner shall indemnify and hold harmless the Company Partnership for the entire amount of such excess (which has not offset distributions pursuant to this Section 10.49.4). For the avoidance of doubt, any income taxes, penalties, additions to tax and interest payable by the Company Partnership or any fiscally transparent entity in which the Company Partnership owns an interest shall be treated as specifically attributable to the Members Partners and shall be allocated among the Members Partners such that the burden of (or any diminution in distributable proceeds resulting from) any such amounts is borne by those Members Partners to whom such amounts are specifically attributable (whether as a result of their status, actions, inactions or otherwise, including pursuant to an allocation made under Section 10.3(c9.3(c)), in each case as reasonably determined by the Partnership Representative. For the avoidance of doubt, any taxes, penalties, and interest payable under the BBA Rules by the Company Partnership or any fiscally transparent entity in which the Company Partnership owns an interest shall be treated as specifically attributable to the Members Partners of the CompanyPartnership, and the Managing Member Board shall use commercially reasonable efforts to allocate the burden of (or any diminution in distributable proceeds resulting from) any such taxes, penalties or interest to those Members Partners to whom such amounts are specifically attributable (whether as a result of their status, actions, inactions or otherwise), as determined by the Managing MemberBoard.

Withholding Tax Indemnification. (a) If the Company or any other Person in which the Company holds an interest is required by Law law to withhold or to make tax payments on behalf of or with respect to any Member, or the Company is subjected to tax itself (including any amounts withheld from amounts directly or indirectly payable to the Company or to any other Person in which the Company holds an interest) by reason of the status of any Member as such or that is specifically attributable to a Member (including federal, state, local or foreign withholding, personal property, unincorporated business or other taxes, the amount of any taxes arising under the BBA Rules, the amount of any taxes imposed under Code Section 1446(f), and any interest, penalties, additions to tax, and expenses related to any such amounts) (“Tax Advances”), the Managing Member may cause the Company to withhold such amounts and cause the Company to make such tax payments as so required, and each Member hereby authorizes the Company to do so. All Tax Advances made on behalf of a Member shall be repaid by reducing the amount of the current or next succeeding distribution pursuant to Section 5.1 or Section 5.2 of this Agreement and, if applicable, the proceeds of liquidation that would otherwise have been made to such Member under this Agreement. For all purposes of this Agreement, such Member shall be treated as having received the amount of the distribution, if applicable, that is equal to the Tax Advance at the time of such Tax Advance. Notwithstanding the foregoing, to the extent that the aggregate amount of Tax Advances for any period made on behalf of a Member exceeds the actual distributions that would have otherwise been made to such Member pursuant to Section 5.1 or Section 5.2 following such Tax Advances, then such Member shall indemnify and hold harmless the Company for the entire amount of such excess (which has not offset distributions pursuant to this Section 10.4). For the avoidance of doubt, any income taxes, penalties, additions to tax and interest payable by the Company or any fiscally transparent entity in which the Company owns an interest shall be treated as specifically attributable to the Members and shall be allocated among the Members such that the burden of (or any diminution in distributable proceeds resulting from) any such amounts is borne by those Members to whom such amounts are specifically attributable (whether as a result of their status, actions, inactions or otherwise, including pursuant to an allocation made under Section 10.3(c)), in each case as reasonably determined by the Partnership Representative. For the avoidance of doubt, any taxes, penalties, and interest payable under the BBA Rules by the Company or any fiscally transparent entity in which the Company owns an interest shall be treated as specifically attributable to the Members of the Company, and the Managing Member shall use commercially reasonable efforts to allocate the burden of (or any diminution in distributable proceeds resulting from) any such taxes, penalties or interest to those Members to whom such amounts are specifically attributable (whether as a result of their status, actions, inactions or otherwise), as determined by the Managing Member.