Common use of Withholding Tax Indemnity Clause in Contracts

Withholding Tax Indemnity. All amounts withheld pursuant to the Code or any federal, state, local or non-U.S. tax Law with respect to any payment, distribution or allocation to a Member, or which the Company is otherwise obligated to pay to any governmental agency because of the status of a Member of the Company (including any interest, penalties and expenses associated with such payments), will be treated as amounts paid to such Member for all purposes of this Agreement. The Board of Managers is authorized to withhold from Distributions to Members, or with respect to allocations to Members, and in each case to pay over to the appropriate federal, state, local or non-U.S. government any amounts required to be so withheld. The Board of Managers will allocate any such amounts to the Members in respect of whose Distribution or allocation the tax was withheld and will treat such amounts as actually distributed to such Members. Each Member further agrees to indemnify the Company in full for any amounts required to be withheld and paid pursuant to this Section 5.3, provided that such amounts are paid over to the applicable taxing authority for the account of such Member, and only to the extent such amounts were not withheld from Distributions to that Member (including, without limitation, any interest, penalties and expenses associated with such payments to the extent that such interest, penalties and expenses result from actions or omissions of the Member rather than of the Company), and each Member will promptly upon notification of an obligation to indemnify the Company pursuant to this Section 5.3 make a cash payment to the Company equal to the full amount to be indemnified (and the amount paid will be added to such Member’s Capital Account but will not be treated as a Capital Contribution) with interest to accrue on any portion of such cash payment not paid in full when requested, calculated at a rate equal to 10% per annum, compounded as of the last day of each year (but not in excess of the highest rate per annum permitted by Law).

Withholding Tax Indemnity. (a) All amounts withheld by the Company pursuant to any change in Applicable Law after the Code or any federal, state, local or date hereof for non-U.S. tax Law Taxes and non-Irish Taxes with respect to any payment, distribution or allocation by the Company to a Member, or which the Company is otherwise obligated to pay to any governmental agency non-U.S. and non-Irish Governmental Authority pursuant to any change in Applicable Law after the date hereof for non-U.S. Taxes or non-Irish Taxes because of the status of (or that is otherwise attributable to) a Member of the Company (including any interest, penalties and expenses associated with such payments), will shall be treated as amounts paid distributed to such Member for all purposes of this Agreement. . (b) The Board of Managers Company is authorized to withhold from Distributions any payments or distributions to Members, Intel Member or with respect to allocations to MembersCo-Investor Member, and in each case case, to pay over to the appropriate federal, state, local or non-U.S. government and non-Irish Governmental Authority, any such amounts required to be so withheld. The Board Each of Managers will allocate any such amounts to the Members in respect of whose Distribution or allocation the tax was withheld Intel Member and will treat such amounts as actually distributed to such Members. Each Co-Investor Member further agrees to indemnify the Company in full for any such amounts required to be withheld and paid pursuant to this Section 5.32.3, provided that such amounts are paid over to the applicable taxing authority for the account of such Member, and only to the extent such amounts were have not already been withheld from Distributions any payment or distribution to that Intel Member (including, without limitation, any interest, penalties and expenses associated with such payments to the extent that such interest, penalties and expenses result from actions or omissions of the Member rather than of the Company)Co-Investor Member, and each of Intel Member will and Co-Investor Member shall, promptly upon notification of an obligation to indemnify the Company pursuant to this Section 5.3 2.3, make a cash payment to the Company (or the Board may offset Distributions to which Intel Member or Co-Investor Member, as the case may be, is otherwise entitled under this Agreement) equal to the full amount to be indemnified (and the amount paid will be added to such Member’s Capital Account but will shall not be treated as a Capital Contribution) ), with interest to accrue on any portion of such cash payment not paid in full when requested, calculated at a rate equal to 10% per annumthe Agreed Rate (any such amount, compounded together with any interest thereon, a “Tax Indemnification Payment”). Any obligation to make contributions to indemnify the Company under this Section 2.3 shall survive the transfer, forfeiture or other disposition of the indemnifying interest in the Company and the winding up, termination, dissolution, and liquidation of the Company, and for purposes of this Section 2.3, the Company shall be treated as continuing in existence. (c) Any amounts withheld by the Company for Taxes pursuant to Applicable Law as of the last day date hereof, or for U.S. Taxes or Irish Taxes, with respect to any payment, distribution or allocation by the Company to a Member, or which the Company is otherwise obligated to pay to any U.S. or Irish Governmental Authority for U.S. Taxes or Irish Taxes (including any interest, penalties and expenses associated with such payments) of each year a Member, respectively, shall not be treated as amounts distributed to a Member for any purposes of this Agreement, and no Member shall have any indemnification obligation with respect to such Taxes. (but not in excess d) Each of the highest rate per annum permitted Members shall (i) use commercially reasonable efforts to provide such forms and documentation it is able to provide without undue burden as may reasonably be requested by Lawthe Company in order to make any payment, distribution or allocation to a Member without any deduction or withholding of U.S. Taxes or Irish Taxes, or with such deduction or withholding at a reduced rate, and (ii) in the case of any Member, if there are any U.S. Taxes or Irish Taxes that would not have been deducted or withheld but for the failure for the Member to provide such forms or documentation pursuant to Section 2.3(c)(i), such amounts shall be treated as having been distributed to such Member for all purposes of this Agreement.

Withholding Tax Indemnity. All amounts withheld pursuant to the Code or any U.S. federal, state, local or non-U.S. tax Law with respect to any payment, distribution or allocation to a Member, or which the Company is otherwise obligated to pay to any governmental agency Governmental Entity because of the status of (or that is otherwise attributable to) a Member of the Company (including any interest, penalties and expenses associated with such payments), will shall be treated as amounts paid distributed to such Member for all purposes of this Agreement. The Board Partnership Representative shall reasonably determine in good faith the portion of Managers any tax-related liability (including taxes, interest, penalties, and additions thereto) that is attributable to a Member and shall consult in good faith with the Members regarding such determination. The Partnership Representative is authorized to withhold from Distributions any payments or distributions to Members, or with respect to allocations to Members, and in each case to pay over to the appropriate U.S. federal, state, local or non-U.S. government any amounts required to be so withheld. The Board of Managers will Partnership Representative shall allocate any such amounts to the Members in respect of whose Distribution payment, distribution or allocation the tax was withheld and will shall treat such amounts as actually distributed to such Members. Each Member further agrees to indemnify the Company in full for any amounts required to be withheld and paid pursuant to this Section 5.34.3 or other amounts paid to any Governmental Entity that is specifically attributable to a Member or a Member’s status as such (or, provided that such amounts are paid over to the applicable taxing authority for the account of such Memberif applicable, its direct or indirect owner) (including any U.S. federal withholding taxes, state personal property taxes, state unincorporated business taxes or any other taxes and only to the extent such amounts were not withheld from Distributions to that Member (including, without limitation, any interest, penalties and expenses associated with such payments payments), to the extent that such interest, penalties and expenses result amounts are not already withheld from actions any payment or omissions of the Member rather than of the Company)distribution to such Member, and each Member will shall promptly upon notification of an obligation to indemnify the Company pursuant to this Section 5.3 4.3 make a cash payment to the Company (or the Board may offset Distributions to which a Member is otherwise entitled under this Agreement) equal to the full amount to be indemnified (and the amount paid will be added to such Member’s Capital Account but will shall not be treated as a Capital Contribution) with interest to accrue on any portion of such cash payment not paid in full when requested, calculated at a rate equal to 10% the Prime Plus Rate per annum, compounded as of the last day of each year (but not in excess of the highest rate per annum permitted by Law). An indemnifying Member’s obligation to make contributions to indemnify the Company under this Section 4.3 shall survive the transfer, forfeiture or other disposition of the indemnifying Member’s Units and the termination, dissolution, liquidation and winding up of the Company, and for purposes of this Section 4.3, the Company shall be treated as continuing in existence. Notwithstanding anything in this Agreement to the contrary, to the extent that any determinations by the Partnership Representative under this Section 4.3 could reasonably be expected to have a disproportionate and adverse impact on the Brookfield Member, the Partnership Representative shall not make such determination without the prior written consent of the Brookfield Member (which consent shall not be unreasonably withheld, conditioned or delayed).