Offset. Whenever the Company is to pay any sum to any Member, any amounts that Member owes the Company may be deducted from that sum before payment.
Appears in 215 contracts
Samples: Limited Liability Company Agreement (American Midstream Partners, LP), Limited Liability Company Agreement (Tesoro Logistics Lp), Limited Liability Company Agreement (NationsHealth, Inc.)
Offset. Whenever the Company is to pay any sum to any Member, any amounts that a Member owes the Company may be deducted from that sum before payment.
Appears in 83 contracts
Samples: Limited Liability Company Agreement (Enterprise GP Holdings L.P.), Limited Liability Company Agreement (OGE Enogex Partners L.P.), Limited Liability Company Agreement (Duncan Energy Partners L.P.)
Offset. Whenever the Company is to pay any sum to any the Member, any amounts that the Member owes the Company may be deducted from that such sum before payment.
Appears in 29 contracts
Samples: Limited Liability Company Agreement (JCP&L Transition Funding II LLC), Limited Liability Company Agreement (MP Environmental Funding LLC), Limited Liability Company Agreement (CenterPoint Energy Transition Bond Co IV, LLC)
Offset. Whenever the Company is to pay any sum to any the Sole Member, any amounts that the Sole Member owes the Company may be deducted from that sum before payment.
Appears in 22 contracts
Samples: Limited Liability Company Agreement (Tallgrass Energy GP, LP), Limited Liability Company Agreement, Limited Liability Company Agreement (EQT Midstream Partners, LP)
Offset. Whenever the Company is to pay any sum to any the Member, any amounts that the Member owes the Company may be deducted from that sum before payment.
Appears in 17 contracts
Samples: Operating Agreement (LifeCare Holdings, Inc.), Limited Liability Company Agreement (EnLink Midstream Partners, LP), Operating Agreement (LifeCare Holdings, Inc.)
Offset. Whenever the Company (or another Person on behalf of the Company) is to pay or distribute any sum to any Member, any amounts that then owed by such Member owes or its Affiliate to the Company may (as determined in writing to the satisfaction of the other Members) shall be deducted from that such sum before payment.
Appears in 11 contracts
Samples: Equity Capital Contribution Agreement (Bloom Energy Corp), Operating Agreement (Bloom Energy Corp), Operating Agreement (Bloom Energy Corp)
Offset. Whenever the Company is to pay any sum to any Member, any amounts that the Member owes the Company may be deducted from that sum before payment.
Appears in 9 contracts
Samples: Asset Purchase Agreement (Armstrong Energy, Inc.), Operating Agreement (Armstrong Energy, Inc.), Operating Agreement (Armstrong Energy, Inc.)
Offset. Whenever the Company is to pay any sum to any MemberMember or any Member is to pay or contribute any sum to the Company, any amounts that a Member or the Company owes the Company other for which it is due or past due may be deducted from that sum before payment.
Appears in 8 contracts
Samples: Limited Liability Company Agreement (Vine Resources Inc.), Limited Liability Company Agreement (SilverSun Technologies, Inc.), Limited Liability Company Agreement (Vine Energy Inc.)
Offset. Whenever the Company (or another Person on behalf of the Company) is to pay any sum to any Member, any amounts that then owed by such Member owes to the Company may be deducted from that such sum before payment, provided that no Member’s obligation to make Capital Contributions may be deducted from any payment amounts without such Member’s consent.
Appears in 7 contracts
Samples: Limited Liability Company Agreement (NRG Yield, Inc.), Assignment and Assumption Agreement (NRG Yield, Inc.), Limited Liability Company Agreement (Clearway Energy, Inc.)
Offset. Whenever the Company is to pay any sum to any the Sole Member, any amounts that the Sole Member owes the Company may be deducted from that sum before payment.
Appears in 6 contracts
Samples: Limited Liability Company Agreement (Williams Companies Inc), Limited Liability Company Agreement (MorningStar Partners, L.P.), Agreement and Plan of Merger
Offset. Whenever the Company is to pay any sum to any a Member, any amounts that the Member owes the Company may be deducted from that sum before payment.
Appears in 6 contracts
Samples: Limited Liability Company Agreement (Penn Virginia GP Holdings, L.P.), Limited Liability Company Agreement (Penn Virginia Resource Partners L P), Limited Liability Company Agreement (Penn Virginia GP Holdings, L.P.)
Offset. Whenever the Company is to pay any sum to any Member, any amounts that such Member owes to the Company may be deducted from that sum before payment.
Appears in 6 contracts
Samples: Limited Liability Company Agreement (Edison Nation, Inc.), Limited Liability Company Agreement (Ada-Es Inc), Limited Liability Company Agreement (DelStaff, LLC)
Offset. Whenever the Company is to pay any sum to any Member, any amounts that such Member owes the Company may be deducted from that sum before payment.
Appears in 5 contracts
Samples: Operating Agreement (RCN Corp /De/), Limited Liability Company Agreement, Operating Agreement (Nstar/Ma)
Offset. Whenever the Company is to pay any sum to any Member, any amounts that then due and payable from such Member owes to the Company may be deducted from that sum before payment.
Appears in 5 contracts
Samples: Limited Liability Company Operating Agreement (MacDermid Group Inc.), Limited Liability Company Operating Agreement (MagnaChip Semiconductor LTD (United Kingdom)), Operating Agreement (Ministry Partners Investment Corp)
Offset. Whenever the Company is to pay any sum to any Member, any amounts that such Member owes the Company or any of its Controlled Affiliates pursuant to this Agreement, as determined by the Managing Member in its reasonable judgment, may be deducted from that such sum before payment, to the extent permitted by applicable law.
Appears in 4 contracts
Samples: Operating Agreement (EPL Intermediate, Inc.), Limited Liability (EPL Intermediate, Inc.), Operating Agreement (EPL Intermediate, Inc.)
Offset. Whenever the Company is to pay any sum to any Member, including distributions pursuant to Article VII, any amounts that Member owes the Company Company, as determined by the Board, may be deducted from that sum before payment.
Appears in 4 contracts
Samples: Contribution Agreement (Crestwood Midstream Partners LP), Contribution Agreement, Contribution Agreement (Consolidated Edison Inc)
Offset. Whenever the Company is to pay any sum to any Member, any amounts then owed by that Member owes to the Company may be deducted from that such sum before payment.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (Pattern Energy Group Inc.), Limited Liability Company Agreement (Pattern Energy Group Inc.), Equity Funding Agreement
Offset. Whenever the Company is to pay any sum to any Member, including distributions pursuant to Article VIII, any amounts that Member owes the Company Company, as determined by the Board, may be deducted from that sum before payment.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (NGL Energy Partners LP), Limited Liability Company Agreement (NGL Energy Partners LP), Limited Liability Company Agreement (SemGroup Corp)
Offset. Whenever the Company is to pay or distribute any sum to any Member, any amounts that Member such Member, in its capacity as a Member, owes the Company may be deducted from that sum before paymentpayment or distribution.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (CAESARS ENTERTAINMENT Corp), Limited Liability Company Agreement, Limited Liability Company Agreement (Caesars Acquisition Co)
Offset. Whenever the Company is to pay any sum to any Member, any amounts that Member such Member, in its capacity as a Member, owes the Company may be deducted from that sum before payment, after written notice to the Member describing the nature of the offset and the amount to be offset.
Appears in 3 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement, Limited Liability Company Agreement (Laredo Oil, Inc.)
Offset. Whenever the Company is to pay any sum to any Member, any amounts that such Member owes the Company or its Affiliates may be deducted from that sum before payment.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Nextracker Inc.), Limited Liability Company Agreement (Nextracker Inc.), Limited Liability Company Agreement (Summit Midstream Partners, LP)
Offset. Whenever the Company is to pay any sum to any the Member, any amounts that Member owes the Company may be deducted from that sum before payment.
Appears in 3 contracts
Samples: Master Amendment Agreement (Energy Plus Natural Gas LLC), Company Agreement (Ruby Tuesday of Bryant, Inc.), Limited Liability Company Agreement (NRG Retail LLC)
Offset. Whenever the Company is to pay any sum to any Member, any amounts that Member owes to the Company may be deducted from that sum before payment.
Appears in 3 contracts
Samples: Operating Agreement (River Medical Inc), Operating Agreement (Numerex Corp /Pa/), Operating Agreement (Mobile Medic Ambulance Service Inc)
Offset. Whenever the Company is to pay or distribute any sum to any Member, any amounts that Member such Member, in its capacity as a Member, owes the Company Company, whether pursuant to this Agreement or another Transaction Document, may be deducted from that sum before paymentpayment or distribution.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Laredo Petroleum - Dallas, Inc.), Limited Liability Company Agreement (Laredo Petroleum, Inc.), Limited Liability Company Agreement (RoyaltyTraders LLC)
Offset. Whenever the Company is to pay any sum to any Member, any amounts that such Member owes to the Company may under this Agreement may, to the extent permitted pursuant to applicable law, be deducted from that owed sum before such payment.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Calavo Growers Inc), Limited Liability Company Agreement (Calavo Growers Inc), Limited Liability Company Agreement (Calavo Growers Inc)
Offset. Whenever the Company is to pay any sum to any Member, any amounts Capital Contributions that Member owes the Company may be deducted from that sum before payment.
Appears in 3 contracts
Samples: Limited Liability Company Agreement, Trust Agreement, Limited Liability Company Agreement (East Coast Power LLC)
Offset. Whenever the Company is to pay any sum to any Member, any amounts that such Member owes to the Company may be deducted from that sum before payment; provided that the full amount that would otherwise be distributed shall be debited from the Member’s Capital Account pursuant to Section 4.1.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Centerpoint Properties Trust), Limited Liability Company Agreement (Centerpoint Properties Trust), Limited Liability Company Agreement (Centerpoint Properties Trust)
Offset. Whenever the Company is to pay any sum to any the Member, any amounts that Member the Member, in its capacity as a Member, owes the Company may be deducted from that sum before payment.
Appears in 2 contracts
Samples: Interparty Agreement (Bloom Energy Corp), Equity Capital Contribution Agreement (Bloom Energy Corp)
Offset. Whenever the Company is to pay any sum to any MemberParticipant, any amounts that Member Participant owes the Company or its Affiliates may be deducted from that sum before payment.
Appears in 2 contracts
Samples: Employee Participation Plan Agreement (Sandridge Energy Inc), Participation Agreement (Clayton Williams Energy Inc /De)
Offset. Whenever the Company is to pay any sum to any Member, any amounts that such Member owes to the Company may be deducted from that sum before payment; provided, however, that the full amount that would otherwise be distributed shall be debited from the Member’s Capital Account pursuant to Section 4.1.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Pc Tel Inc), Limited Liability Company Agreement (Pc Tel Inc)
Offset. Whenever the Company is to pay any sum to any the Member, any amounts that the Member owes the Company may be deducted from that sum before payment.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Memorial Production Partners LP), Company Agreement
Offset. Whenever the Company is to pay any sum to any Member, any amounts that Member such Member, in its capacity as a Member, owes the Company Company, whether pursuant to this Agreement or another Transaction Document, may be deducted from that sum before payment.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Genesis Energy Lp), Limited Liability Company Agreement (Genesis Energy Lp)
Offset. Whenever the Company is to pay any sum to any Member, any amounts that Member owes to the Company that are past due may be deducted from that sum before payment.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Lazare Kaplan International Inc), Limited Liability Company Agreement (Lazare Kaplan International Inc)
Offset. Whenever the Company (or any Person on behalf of the Company) is to pay any sum to any Member, any uncontested amounts then owed by that Member owes to the Company may be deducted from that such sum before payment.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Noble Environmental Power LLC), Limited Liability Company Agreement (Noble Environmental Power LLC)
Offset. Whenever the Company is to pay any sum to any Member, any amounts that a Member owes the Company may COMPANY under this Agreement shall be deducted from that sum before payment.
Appears in 2 contracts
Samples: Acknowledgment and Acceptance Agreement (El Paso Corp/De), Acknowledgment and Acceptance Agreement (Enterprise Products Partners L P)
Offset. Whenever the Company is to pay any sum to any Member, the Employee any amounts that Member the Employee owes to the Company may be deducted from that sum before payment.
Appears in 1 contract
Samples: Severance Agreement (Igi Inc)
Offset. Whenever the Company is to pay any sum to any a Member, any amounts that Member owes the Company may be deducted from that sum before payment.
Appears in 1 contract
Samples: Lease Agreement (United Surgical Partners International Inc)
Offset. Whenever the Company is to pay or deliver any sum to any a Member, any amounts that the Member owes the Company may be deducted from that such sum before payment.
Appears in 1 contract
Samples: Operating Agreement
Offset. Whenever the Company is to pay any sum to any Member, any amounts that a Member owes the Company (including pursuant to a breach by such Member of its Contribution Agreement) may be deducted from that sum before payment.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Dynegy Inc /Il/)
Offset. Whenever the Company is obligated to pay any sum to any Member, any amounts that such Member owes the Company may be deducted from that said sum before payment.
Appears in 1 contract
Samples: Operating Agreement (Isun, Inc.)
Offset. Whenever the Company is to pay any sum to any the Sole Member, any amounts that the Sole Member owes to the Company may be deducted from that such sum before payment.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Grant Park Futures Fund Limited Partnership)
Offset. Whenever the Company is to pay any sum to any Member, any amounts that Member owes to the Company or another Member that are then due may be deducted from that sum before paymentpayment and paid to the Company or the Member, as applicable.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Colonial Properties Trust)
Offset. Whenever the Company is to pay any sum to any Member, any ------ amounts that Member owes the Company may be deducted from that sum before payment.
Appears in 1 contract
Offset. Whenever the Company is to pay any sum under this Agreement to any Member, any amounts that a Member owes the Company may be deducted from that sum before payment.
Appears in 1 contract
Samples: Limited Liability Company Agreement (El Paso Energy Partners Lp)
Offset. Whenever the Company is to pay any sum to any Member, any amounts that such Member owes the Company may be deducted from that such sum before paymentpayment therefor.
Appears in 1 contract
Samples: Agreement of Limited Liability Company (Scotia Pacific Co LLC)
Offset. Whenever the Company is to pay any sum to any Member, any amounts then owed by that Member owes to the Company may be deducted from that such sum before payment.. 1557237.09-WASSR01A - MSW
Appears in 1 contract
Samples: Limited Liability Company Agreement (Pattern Energy Group Inc.)
Offset. Whenever the Company is to pay any sum to any the ------ Member, any amounts that the Member owes the Company may be deducted from that such sum before payment.
Appears in 1 contract
Samples: Limited Liability (Reliant Energy Transition Bond Co LLC)
Offset. Whenever the Company is to pay any sum to any Member, Member any amounts that Member owes the Company may be deducted from that sum before payment.
Appears in 1 contract
Samples: Operating Agreement (Public Service Co of North Carolina Inc)
Offset. Whenever the Company is to pay any sum to any Member, any amounts that Member owes the Company may be deducted from that sum before payment.. 15.02
Appears in 1 contract
Samples: Operating Agreement (Circus Circus Enterprises Inc)
Offset. Whenever the Company is to pay any sum to any Member, any amounts that such Member owes the Company may be deducted from that such sum before payment.
Appears in 1 contract
Samples: Operating Agreement (Entrade Inc)
Offset. Whenever the Company is to pay any sum to any MemberMember (including any distributions pursuant to Article V), any amounts that such Member or any of its Affiliates owes the Company may be deducted from that sum before payment.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Delek Logistics Partners, LP)
Offset. Whenever the Company is to pay any sum to any Member, any amounts ------ that Member owes the Company may be deducted from that sum before payment.
Appears in 1 contract
Offset. Whenever the Company is to pay any sum to any Member, any amounts that Member owes the Company may be deducted from that sum sum) before payment.
Appears in 1 contract
Offset. Whenever the Company is to pay any sum to any Member, any amounts that Member owes the Company may be deducted from that sum before payment, including those payments made pursuant to Section 4.3(c).
Appears in 1 contract
Samples: Limited Liability Company Agreement
Offset. Whenever the Company is to pay any sum to any a Member, any amounts that such Member owes to the Company may be deducted from that sum before payment.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Clarion Partners Property Trust Inc.)
Offset. Whenever the Company is to pay any sum to any Member, any amounts amount that Member owes the Company may be deducted from that sum before payment.
Appears in 1 contract
Offset. Whenever the Company is to pay any sum to any MemberMember or other Holder of Units, any amounts that such Member or other Holder owes to the Company may be deducted from that sum before payment.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Yankee Holding Corp.)
Offset. Whenever the Company is to pay any sum to any a Member, any amounts that the Member owes the Company may be deducted from that such sum before payment.
Appears in 1 contract
Samples: Operating Agreement Of
