Common use of Indemnification and Reimbursement for Payments on Behalf of a Member Clause in Contracts

Indemnification and Reimbursement for Payments on Behalf of a Member. If the Company is obligated to pay any amount to a Governmental Entity (or otherwise makes a payment to a Governmental Entity) that is specifically attributable to a Member or a Member’s status as such (including federal withholding taxes, state personal property taxes, and state unincorporated business taxes, but excluding payments such as professional association fees and the like made voluntarily by the Company on behalf of any Member based upon such Member’s status as an employee of the Company), then such Person shall indemnify the Company in full for the entire amount paid (including interest, penalties and related expenses). The Manager may offset Distributions to which a Person is otherwise entitled under this Agreement against such Person’s obligation to indemnify the Company under this Section 5.6. A Member’s obligation to make contributions to the Company under this Section 5.6 shall survive the termination, dissolution, liquidation and winding up of the Company, and for purposes of this Section 5.6, the Company shall be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each Member under this Section 5.6, including instituting a lawsuit to collect such contribution with interest calculated at a rate equal to the Base Rate plus three percentage points per annum (but not in excess of the highest rate per annum permitted by law).

Indemnification and Reimbursement for Payments on Behalf of a Member. If the Company is obligated to pay any amount to a Governmental Entity (or otherwise makes a payment to a Governmental Entity) that is specifically attributable to a Member or a Member’s status as such (including federal withholding taxes, state personal property taxes, and state unincorporated business taxes), but excluding payments not including any such as professional association fees and the like made voluntarily by the Company on behalf of any Member based upon such amounts attributable to a Member’s status as an employee of the Company)Company or its Subsidiaries, then such Person shall indemnify the Company in full for the entire amount paid (including interest, penalties and related expenses). The Manager Board may offset Distributions to which a Person is otherwise entitled under this Agreement against such Person’s obligation to indemnify the Company under this Section 5.64.6. A Member’s obligation to make contributions to the Company under this Section 5.6 4.6 shall survive the Member’s ceasing to be a Member and the termination, dissolution, liquidation and winding up of the Company, and for purposes of this Section 5.64.6, the Company shall be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each Member under this Section 5.64.6, including instituting a lawsuit to collect such contribution with interest calculated at a rate equal to the Base Rate plus three (3) percentage points per annum (but not in excess of the highest rate per annum permitted by law).

Indemnification and Reimbursement for Payments on Behalf of a Member. If Notwithstanding anything in this Agreement to the contrary, if the Company is obligated to pay any amount to a Governmental Entity (or otherwise makes a payment to a Governmental Entity) that is specifically attributable to a Member or a Member’s status as such (including U.S. federal withholding or other taxes, state personal property taxes, taxes and state unincorporated business taxes, but excluding payments such as professional association fees and the like made voluntarily by the Company on behalf of any Member based upon such Member’s status as an employee of the Company), then such Person Member shall indemnify the Company in full for the entire amount paid (including interest, penalties and related expenses). The Manager may offset Distributions to which a Person Member is otherwise entitled under this Agreement against such PersonMember’s obligation to indemnify the Company under this Section 5.65.06. A Member’s obligation to make contributions to indemnify the Company under this Section 5.6 5.06 shall survive the Transfer of any Company Interests and the termination, dissolution, liquidation and winding up of the Company, and for purposes of this Section 5.65.06, the Company shall be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each Member under this Section 5.65.06, including instituting a lawsuit to collect such contribution indemnification with interest calculated at a rate per annum equal to the sum of the Base Rate plus three percentage 300 basis points per annum (but not in excess of the highest rate per annum permitted by lawLaw).

Indemnification and Reimbursement for Payments on Behalf of a Member. If Except as otherwise provided herein, if the Company is obligated required by law to pay make any amount to a Governmental Entity (or otherwise makes a payment to a Governmental Entity) governmental body that is specifically attributable to a Member or a Member’s status as such (including federal withholding taxes, state personal property taxes, and state unincorporated business taxes, but excluding payments such as professional association fees and the like made voluntarily by the Company on behalf of any Member based upon such Member’s status as an employee of the Company), then such Person Member shall indemnify and contribute to the Company in full for the entire amount paid (including interest, penalties and related expenses). The Manager Board of Directors may offset Distributions distributions to which a Person Member is otherwise entitled under this Agreement against such PersonMember’s obligation to indemnify the Company under this Section 5.64.5. A Member’s obligation to indemnify and make contributions to the Company under this Section 5.6 4.5 shall survive the transfer, forfeiture or other disposition of such indemnifying Member’s ownership interest in the Company and the termination, dissolution, liquidation and winding up of the Company, and for purposes of this Section 5.64.5, the Company shall be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each Member under this Section 5.64.5, including instituting a lawsuit to collect such indemnification and contribution with interest calculated at a rate per annum equal to the Base Prime Rate plus three percentage points per annum (but not in excess of the highest rate per annum permitted by law).