Withholding; Tax Payments Sample Clauses

Withholding; Tax Payments. “Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines in its discretion to be necessary or appropriate to cause the Partnership, the Intermediate Partnership and the Operating Subsidiary to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Partnership is required or elects to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or Assignee (including, without limitation, by reason of Section 1446 of the Code), the amount withheld may at the discretion of the General Partner be treated by the Partnership as a distribution of cash pursuant to Section 6.3 in the amount of such withholding from such Partner.”

Withholding; Tax Payments. Each of 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 Managing Member 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.

Withholding; Tax Payments. (a) The General Partner may treat taxes paid by the Partnership on behalf of all or less than all of the Partners as a distribution of cash to such Partners, a general expense of the Partnership, or as indemnifiable payments made by the Partnership on behalf of the Partners or former Partners (as provided in Section 9.4(c), as determined appropriate under the circumstances by the General Partner. (b) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that may be required to cause the Partnership and other Group Members to comply with any withholding requirements established under the Code or any other federal, state or local law including pursuant to Sections 1441, 1442, 1445 and 1446 of the Code and any applicable non-U.S. tax law. To the extent that the Partnership is required or elects to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income or from a distribution to any Partner or Assignee (including by reason of Section 1446 of the Code), the General Partner may treat the amount withheld as a distribution of cash pursuant to Section 6.3 or Section 12.4(c) in the amount of such withholding from such Partner. (c) If the Partnership pays an imputed underpayment under Section 6225 of the Code and/or any analogous provision of the laws of any state or locality, the General Partner may require that some or all of the Partners of the Partnership in the year to which the underpayment relates indemnify the Partnership for their allocable share of that underpayment (including interest, penalties and other additions to tax). This indemnification obligation shall not apply to a Partner to the extent that (i) the Partnership received a modification of the imputed underpayment under Section 6225(c)(2) of the Code (or any analogous provision of state or local law) due to the Partner’s filing of amended tax returns and payment of any resulting tax (including interest, penalties and other additions to tax), (ii) the Partner is a tax-exempt entity (as defined in Section 168(h)(2) of the Code) and either the Partnership received a modification of the imputed underpayment under Section 6225(c)(3) of the Code (or any analogous provision of state or local law) because of such Partner’s status as a tax-exempt entity or the Partnership did not make a good faith effort to obtain a modification of the imputed underpayment due to such Partner’s status as a tax-exe...

Withholding; Tax Payments. (a) If taxes and related interest, penalties or additions to taxes are paid by the Partnership on behalf of all or less than all the Partners or former Partners, including, without limitation, any payment by the Partnership of an imputed underpayment under Section 6225 of the Code (as amended by the BBA), the General Partner may treat such payment as a distribution of cash to such Partners, treat such payment as a general expense of the Partnership, or require that persons who were Partners of the Partnership in the taxable year to which the payment relates (including former Partners) indemnify the Partnership upon request for their allocable share of that payment, in each case as determined appropriate under the circumstances by the General Partner. The amount of any such indemnification obligation of, or deemed distribution of cash to, a Partner or former Partner in respect of an imputed underpayment under Section 6225 of the Code (as amended by the BBA) shall be reduced to the extent that the Partnership receives a reduction in the amount of the imputed underpayment under Section 6225(c) of the Code (as amended by the BBA) which, in the determination of the General Partner, is attributable to actions taken by, the tax status or attributes of, or tax information provided by or attributable to, such Partner or former Partner pursuant to or described in Section 6225(c) of the Code (as amended by the BBA). (b) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action determined, in its discretion, to be necessary or appropriate to cause the Partnership and other Group Members to comply with any withholding requirements established under the Code or any other federal, state or local law including pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Partnership is required or elects to withhold and pay over to any taxing authority any amount resulting from the allocation of distribution of income or from a distribution to any Partner (including by reason of Section 1446 of the Code), the amount withheld may at the discretion of the General Partner be treated by the Partnership as a distribution of cash pursuant to Section 6.3 or Section 12.4(c) in the amount of such withholding from such Partner.

Withholding; Tax Payments. (a) The General Partner may treat taxes paid by the Partnership on behalf of, all or less than all of the Partners, either as a distribution of cash to such Partners or as a general expense of the Partnership, as determined appropriate under the circumstances by the General Partner. (b) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that may be required to cause the Partnership and other Group Members to comply with any withholding requirements established under the Code or any other federal, state or local law including pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Partnership is required or elects to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income or from a distribution to any Partner (including by reason of Section 1446 of the Code), the General Partner may treat the amount withheld as a distribution of cash pursuant to Section 6.3 in the amount of such withholding from such Partner. (c) If any Partner (or any of its direct or indirect owners or Affiliates) is required to join in the filing of a combined group tax return for Texas franchise tax purposes with any member of the Partnership Group, the Partnership shall prepare such combined group return or reimburse such Partner for the cost of preparing such combined group return, and if such Partner (or any of its direct or indirect owners or Affiliates) pays the Texas franchise tax due with respect to such combined group return, the Partnership shall promptly reimburse the Partner in an amount equal to the incremental amount of Texas franchise tax due to the State of Texas (or any agency or instrumentality thereof) from such Partner (or any of its direct or indirect owners or Affiliates). No amounts reimbursed pursuant hereto shall be treated as a distribution to the Partner with respect to its Partnership Interest (and instead will be treated as a reimbursement of Partnership expenses paid by the Partner or its Affiliates). The Partnership and the Partners shall cooperate in the preparation and filing of any such tax returns, including sharing of information reasonably necessary to the preparation of such tax returns.

Withholding; Tax Payments. The Managing Partner is authorized to withhold and pay over all amounts required to be withheld pursuant to the Code (including, without limitation, Code Sections 1441, 1445 and 1446) or pursuant to any provision of any state or local tax law with respect to (i) any payment or distribution to any Partner or (ii) any allocation of income to any Partner. All amounts withheld and paid over pursuant to the Code or any provision of any state or local tax law shall be treated as amounts distributed to such Partner pursuant to this Article VI for all purposes of this Agreement. The allocations of any such amounts among the Partners shall be determined pursuant to any reasonable method chosen by the Managing Partner, with the prior consent of TRT that is in accordance with applicable law with the understanding that such allocations are intended to be made to the party that caused the tax to be incurred.

Withholding; Tax Payments. If any taxes for DIVERSA's account, withholding or otherwise, are levied by any taxing authority in the Territory in connection with the receipt by DIVERSA of any amounts payable under Article III of this License according to any tax treaty or agreement between the United States and any country in the Territory, then DOW shall have the right to pay such taxes to the local tax authorities and the payment to DIVERSA shall be the net amount due after reduction by the amount of such taxes, together with (a) evidence of payment of such taxes and a translation thereof into English, (b) indication of the amount of such tax paid, and (c) indication of the country in the TERRITORY and the authority to whom it was paid, and (d) other information required for DOW to comply with DOW's royalty reporting obligations under this License.

Withholding; Tax Payments. (a) The Manager may treat taxes paid by the Company on behalf of, all or less than all of the Members, either as a distribution of cash to such Members or as a general expense of the Company, as determined appropriate under the circumstances by the Manager. (b) Notwithstanding any other provision of this Agreement, the Manager is authorized to take any action that may be required to cause the Company and other Group Members to comply with any withholding requirements established under the Code or any other federal, state or local law including pursuant to Sections 1441, 1442, 1445 and 1446 of the Code and any applicable non-U.S. tax law. To the extent that the Company is required or elects to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income or from a distribution to any Member (including by reason of Section 1446 of the Code), the Manager may treat the amount withheld as a distribution of cash pursuant to Section 6.3 in the amount of such withholding from such Member.

Withholding; Tax Payments. Notwithstanding any other provision of this Agreement, the Manager is authorized to take any action that may be required to cause the Company and other Group Members (and their respective agents) to comply with any withholding requirements established under the Code or any other U.S. federal, state, local or non-U.S. law including pursuant to Sections 1441, 1442 and 1445 of the Code. Each Member hereby authorizes the Company and the other Group Members (and their respective agents) to deduct and withhold (or cause to be deducted or withheld) with respect to such Member any amount of U.S. federal, state, local or non-U.S. taxes that the Manager determines, in good faith, is required to be deducted or withheld with respect to any amount payable to such Member pursuant to this Agreement. To the extent that the Company withholds and pays over to any taxing authority any amount in connection with any dividend or other distribution to any Member, the Manager may treat the amount withheld as a distribution of cash pursuant to Section 6.1 or Section 12.4, as applicable, in the amount of such withholding from such Member.