Common use of Notice of Withholding Clause in Contracts

Notice of Withholding. If the Company or the Manager determines that any amounts by reason of any federal, state, local, or non-U.S. tax laws or regulations are required to be withheld in respect of any Exchange, the Company or the Manager, as the case may be, shall use commercially reasonable efforts to promptly notify the Exchangeable Unit Member and shall consider in good faith any positions or alternative arrangements that such Member raises (reasonably in advance of the date on which the Company or the Manager believes withholding is required) as to why withholding is not required or that may avoid the need for such withholding, provided, that neither the Company nor the Manager is required to incur additional costs as a result of such obligation, and this Section 4.10(c)(ii) of this Annex C shall not in any manner limit the authority of the Company or the Manager to withhold taxes with respect to an Exchangeable Unit Member pursuant to Section 4.10(c)(i) of this Annex C.

Appears in 5 contracts

Samples: Limited Liability Company Agreement (Zeo Energy Corp.), Letter Agreement (ESGEN Acquisition Corp), Letter Agreement (ESGEN Acquisition Corp)

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Notice of Withholding. If the Company or the Manager Managing Member determines that any amounts by reason of any federal, state, local, local or non-U.S. foreign tax laws or regulations are required to be withheld in respect of any Exchange, the Company or the ManagerManaging Member, as the case may be, shall use commercially reasonable efforts to promptly notify the Exchangeable Unit Member and shall consider in good faith any positions or alternative arrangements that such Member raises (reasonably in advance of the date on which the Company or the Manager Managing Member believes withholding is required) as to why withholding is not required or that may avoid the need for such withholding, provided, that neither none of the Company nor or the Manager Managing Member is required to incur additional costs as a result of such obligation, and this Section 4.10(c)(ii12.6(b) of this Annex C shall not in any manner limit the authority of the Company or the Manager Managing Member to withhold taxes with respect to an Exchangeable Unit Member pursuant to Section 4.10(c)(i) of this Annex C.12.6(a).

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Zevia PBC), Limited Liability Company Agreement (Zevia PBC), Limited Liability Company Agreement (Viant Technology Inc.)

Notice of Withholding. If the Company or the Manager Managing Member determines that any amounts by reason of any federal, state, local, or non-U.S. tax laws or regulations are required to be withheld in respect of any Exchange, the Company or the ManagerManaging Member, as the case may be, shall use commercially reasonable efforts to promptly notify the Exchangeable Unit Member and shall consider in good faith any positions or alternative arrangements that such Member raises (reasonably in advance of the date on which the Company or the Manager Managing Member believes withholding is required) as to why withholding is not required or that may avoid the need for such withholding, provided, that neither the Company nor the Manager Managing Member is required to incur additional costs as a result of such obligation, and this Section ‎Section 4.10(c)(ii) of this Annex ‎Annex C shall not in any manner limit the authority of the Company or the Manager Managing Member to withhold taxes with respect to an Exchangeable Unit Member pursuant to Section ‎Section 4.10(c)(i) of this Annex ‎Annex C.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Rubicon Technologies, Inc.), Agreement and Plan of Merger (Founder SPAC)

Notice of Withholding. If the Company or the Manager determines that any amounts by reason of any federal, state, local, or non-U.S. tax laws or regulations are required to be withheld in respect of any Exchange, the Company or the Manager, as the case may be, shall use commercially reasonable efforts to promptly notify the Exchangeable Unit Member and shall consider in good faith any positions or alternative arrangements that such Member raises (reasonably in advance of the date on which the Company or the Manager believes withholding is required) as to why withholding is not required or that may avoid the need for such withholding, provided, that neither the Company nor the Manager is required to incur additional costs as a result of such obligation, and this Section ‎Section 4.10(c)(ii) of this Annex ‎Annex C shall not in any manner limit the authority of the Company or the Manager to withhold taxes with respect to an Exchangeable Unit Member pursuant to Section ‎Section 4.10(c)(i) of this Annex ‎Annex C.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Spring Valley Acquisition Corp.)

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Notice of Withholding. If the Company or the Manager Managing Member determines that any amounts by reason of any federal, state, local, local or non-U.S. foreign tax laws or regulations are required to be withheld in respect of any Exchange, the Company or the ManagerManaging Member, as the case may be, shall use commercially reasonable efforts to promptly notify the Exchangeable Unit Member and shall consider in good faith any positions or alternative arrangements that such Member raises (reasonably in advance of the date on which the Company or the Manager Managing Member believes withholding is required) as to why withholding is not required or that may avoid the need for such withholding, provided, that neither none of the Company nor or the Manager Managing Member is required to incur additional costs as a result of such obligation, and this Section 4.10(c)(ii‎Section 12.6(b) of this Annex C shall not in any manner limit the authority of the Company or the Manager Managing Member to withhold taxes with respect to an Exchangeable Unit Member pursuant to Section 4.10(c)(i) of this Annex C.‎Section 12.6(a).

Appears in 1 contract

Samples: Limited Liability Company Agreement (Viant Technology Inc.)

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