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

Withholding; Indemnification and Reimbursement for Payments on Behalf of a Member. The Company and its Subsidiaries may withhold from distributions, allocations or portions thereof if it is required to do so by any applicable Law, and each Member hereby authorizes the Company and its Subsidiaries to withhold or pay on behalf of or with respect to such Member any amount of U.S. federal, state, or local or non-U.S. taxes that the Manager determines, in good faith, that the Company or any of its Subsidiaries is required to withhold or pay with respect to any amount distributable or allocable to such Member pursuant to this Agreement. In addition, if the Company is obligated to pay any other amount to a Governmental Entity (or otherwise makes a payment to a Governmental Entity) that is specifically attributable to a Member (including U.S. federal income taxes as a result of Company obligations pursuant to the Revised Partnership Audit Provisions with respect to items of income, gain, loss deduction or credit allocable or attributable to such Member, 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 tax shall be treated as an amount of taxes withheld or paid with respect to such Member pursuant to this Section 5.06. For all purposes under this Agreement, any amounts withheld or paid with respect to a Member pursuant to this Section 5.06 shall be treated as having been distributed to such Member at the time such withholding or payment is made. Further, to the extent that the cumulative amount of such withholding or payment for any period exceeds the distributions to which such Member is entitled for such period, such Member shall indemnify the Company in full for the amount of such excess. 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 5.06. A Member’s obligation to indemnify the Company under this Section 5.06 shall survive the termination, dissolution, liquidation and winding up of the Company, and for purposes of this Section 5.06, 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 5.06, including instituting a lawsuit to collect amounts owed under such indemnity with interest accruing from the date such withholding or payment is made by the Company at a rate per annum equal to the sum of the Base Rate (but not in excess of the highest rate per annum permitted by Law). Any income from such indemnity (and interest) shall not be allocated to or distributed to the Member paying such indemnity (and interest). Each Member hereby agrees to furnish to the Company such information and forms as required or reasonably requested in order to comply with any laws and regulations governing withholding of tax or in order to claim any reduced rate of, or exemption from, withholding to which the Member is legally entitled.

Withholding; Indemnification and Reimbursement for Payments on Behalf of a Member. The Company and its Subsidiaries shall be entitled to withhold such amounts as may withhold from distributions, allocations or portions thereof if it is be required pursuant to do so by any applicable Law, and each Member hereby authorizes as reasonably determined by the Company and its Subsidiaries to withhold or pay on behalf of or with respect to such Member any amount of U.S. federalManagement Member, state, or local or non-U.S. taxes that the Manager determines, in good faith, that the Company or any of its Subsidiaries is required to withhold or pay with respect to any amount payment, distribution or allocation of income to a Member. Amounts so withheld shall be treated for all purposes of this Agreement as having been distributed to the Member to which such withholding is attributable and reduce amounts otherwise distributable to said Member. Each Member agrees to, (a) provide any information, certification, representation, form, or other document reasonably requested by and acceptable to the Management Member, (1) for the purpose of obtaining any exemption, reduction, or refund of any withholding or other taxes imposed by any governmental authority or (2) to satisfy any tax reporting obligations under applicable Law; and (b) update or replace such information, certification, representation, form, or other document in accordance with its terms or subsequent amendments. Each Member hereby agrees to indemnify and hold harmless the Company and the other Members from and against any liability with respect to the taxes, interest, or penalties that may be asserted by reason of the Company’s obligations to deduct and withhold on, or otherwise pay with respect to, amounts distributable or allocable to such Member (including the applicable portion of any amount due under Subtitle F, Chapter 63, Subchapter C of the Code), and grants to the Company a security interest in such Member’s Units to secure such Member’s obligation to pay to the Company any amounts required to be paid pursuant to this AgreementSection 6.3. In addition, if Each Member shall take such actions as the Company shall reasonably request in order to perfect or enforce the security interest created hereunder. Any distributions otherwise due to a Member may be offset by amounts such Member is obligated to pay any other amount to a Governmental Entity (or otherwise makes a payment to a Governmental Entity) that is specifically attributable to a Member (including U.S. federal income taxes as a result of Company obligations pursuant to the Revised Partnership Audit Provisions with respect to items of income, gain, loss deduction or credit allocable or attributable to such Member, 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 tax shall be treated as an amount of taxes withheld or paid with respect to such Member pursuant to this Section 5.066.3. For all purposes under this AgreementUpon the determination of the Management Member, any amounts withheld or paid with respect to a Member pursuant to this Section 5.06 shall be treated as having been distributed to such Member at the time such withholding or payment is made. Further, to the extent that the cumulative amount of such withholding or payment for any period exceeds the distributions to which such Member is entitled for such period, such Member shall indemnify the Company in full for the may treat any such amount of such excess. The Manager may offset Distributions subject to which a Person is otherwise entitled under this Agreement against such Person’s obligation to indemnify the Company indemnification under this Section 5.066.3 as due upon fifteen (15) days prior written notice to the applicable Member, with interest thereafter accruing on such amount at the “prime rate” from time to time published in The Wall Street Journal (or analogous rate reasonably determined by the Management Member if such rate is discontinued) plus four percentage points. A Member’s obligation to indemnify the Company under this Section 5.06 shall survive the termination, dissolution, liquidation and winding up of the Company, and for purposes of this Section 5.06, the The Company shall be treated as continuing indemnified by each Member for its costs and expenses in existencecollecting any such amount from any such Member after the expiration of such fifteen (15) day period. The Company may pursue and enforce all rights and remedies it may have against shall not be liable for any excess taxes withheld in respect of any distribution or allocation of income or gain to a Member. In the event of an over withholding, a Member’s sole recourse shall be to apply for a refund from the appropriate governmental authority. The obligations of each Member or former Member under this Section 5.06, including instituting a lawsuit to collect amounts owed under 6.3 shall survive any disposition by such indemnity with interest accruing from Member of its Units and the date such withholding termination of this Agreement or payment is made by the Company at a rate per annum equal to the sum dissolution of the Base Rate (but not in excess of the highest rate per annum permitted by Law). Any income from such indemnity (and interest) shall not be allocated to or distributed to the Member paying such indemnity (and interest). Each Member hereby agrees to furnish to the Company such information and forms as required or reasonably requested in order to comply with any laws and regulations governing withholding of tax or in order to claim any reduced rate of, or exemption from, withholding to which the Member is legally entitledCompany.