Common use of Distribution Rules Clause in Contracts

Distribution Rules. (a) All amounts withheld pursuant to the Code or any provision of any state or local tax law with respect to any payment, distribution or allocation by the Company to the Members shall be treated as amounts distributed to the Members pursuant to this Article VIII for all purposes of this Agreement. The President is authorized and directed to withhold from distributions, or with respect to allocations, to the Members and to pay over to any Federal, state or local government any amounts required to be so withheld pursuant to the Code or any provision of any other Federal, state or local law and shall allocate such amounts to those Members with respect to which such amounts were withheld. Promptly upon learning of any requirement under any provision of the Code or any other applicable law requiring the Company to withhold any sum from a distribution to a Member or to make any payment to any taxing authority in respect of such Member, the Company shall give written notice to such Member of such requirement and, if practicable and if requested by such Member, shall cooperate with such Member in all lawful respects to minimize or to eliminate any such withholding or payment.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Titan Corp), Limited Liability Company Agreement (Cayenta Inc), Limited Liability Company Agreement (Cayenta Inc)

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Distribution Rules. (a) All amounts required to be withheld pursuant to the Code or any provision of any state federal, state, local or local foreign tax law Law with respect to any payment, distribution or allocation by the Company to the one or more Members shall be treated as amounts distributed to the such Members pursuant to this Article VIII VII for all purposes of this Agreement. The President Company is authorized and directed to withhold from distributions, or with respect to allocations, to the Members and to pay over to any Federalfederal, state state, local or local foreign government any amounts required to be so withheld pursuant to the Code or any provision of any other Federalfederal, state state, local or local law foreign Law and shall allocate such amounts to those Members with respect to which such amounts were withheld. Promptly upon learning of any requirement under any provision of the Code or any other applicable law Law requiring the Company to withhold any sum from a distribution to a Member or to make any payment to any taxing authority in respect of such Member, the Company shall give written notice to such Member of such requirement and, if reasonably practicable and if requested by such Member, shall cooperate with such Member Member, at such Member’s expense, in all lawful respects to minimize or to eliminate any such withholding or payment.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Cushman & Wakefield PLC), Contribution Agreement (Cushman & Wakefield PLC)

Distribution Rules. (ai) All amounts withheld pursuant to the Code or any provision of any state or local tax law with respect to any payment, distribution or allocation by the Company to the Members shall be treated as amounts distributed to the Members pursuant to this Article VIII Section 11 for all purposes of this Agreement. The President Company is authorized and directed to withhold from distributionsdistribution, or with respect to allocations, to the Members and to pay over to any Federalfederal, state or local government any amounts required to be so withheld pursuant to the Code or any provision of any other Federalfederal, state or local law and shall allocate such amounts to those Members with respect to which such amounts were withheld. Promptly upon learning of any requirement under any provision of the Code or any other applicable law requiring the Company to withhold any sum from a distribution to a Member or to make any payment to any taxing authority in respect of such Member, the Company shall give written notice to such Member of such requirement and, if practicable and if requested by such Member, shall cooperate with such Member in all lawful respects to minimize or to eliminate any such withholding or payment.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Hawkeye Holdings, Inc.)

Distribution Rules. (a) All amounts withheld pursuant to the Code or any provision of any state or local tax law with respect to any payment, distribution or allocation by the Company to the Members shall be treated as amounts distributed to the Members pursuant to this Article VIII for all purposes of this Agreement. The President is authorized and directed to withhold from distributionsdistribution, or with respect to allocations, to the Members and to pay over to any Federal, state or local government any amounts required to be so withheld pursuant to the Code or any provision of any other Federal, state or local law and shall allocate such amounts to those Members with respect to which such amounts were withheld. Promptly upon learning of any requirement under any provision of the Code or any other applicable law requiring the Company to withhold any sum from a distribution to a Member or to make any payment to any taxing authority in respect of such Member, the Company shall give written notice to such Member of such requirement and, if practicable and if requested by such Member, shall cooperate with such Member in all lawful respects to minimize or to eliminate any such withholding or payment.

Appears in 1 contract

Samples: Operating Agreement (Mineral Energy Co)

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Distribution Rules. (axiii) All amounts withheld pursuant to the Code or any provision of any state or local tax law Law with respect to any payment, distribution or allocation by the Company to the Members shall be treated as amounts distributed to the Members pursuant to this Article VIII VII for all purposes of this Agreement. The President Company is authorized and directed to withhold from distributionsdistribution, or with respect to allocations, to the Members and to pay over to any Federal, state or local government any amounts required to be so withheld pursuant to the Code or any provision of any other Federal, state or local law Law and shall allocate such amounts to those Members with respect to which such amounts were withheld. Promptly upon learning of any requirement under any provision of the Code or any other applicable law Law requiring the Company to withhold any sum from a distribution to a Member or to make any payment to any taxing authority in respect of such Member, the Company shall give written notice to such Member of such requirement and, if practicable and if requested by such Member, shall cooperate with such Member in all lawful respects to minimize or to eliminate any such withholding or payment.

Appears in 1 contract

Samples: Operating Agreement (Digital Cinema Destinations Corp.)

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