Common use of Taxes Withheld Clause in Contracts

Taxes Withheld. (a) Unless treated as a Tax Payment Loan (as hereinafter defined), any amount paid by the Partnership for or with respect to any Partner on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Partnership pursuant to the Code, the Treasury Regulations, or any state, local or foreign statute, regulation or ordinance requiring such payment (a “Withholding Tax Act”) shall be treated as a distribution to such Partner for all purposes of this Agreement, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. To the extent that the amount required to be remitted by the Partnership under the Withholding Tax Act exceeds the amount then otherwise distributable to such Partner, including the Tax Distribution, the excess shall constitute a loan from the Partnership to such Partner (a “Tax Payment Loan”) which shall be payable upon demand and may bear interest at an amount determined in the General Partner’s discretion, but in no circumstance at a rate that exceeds the Prime Rate plus two percent (2%), compounded monthly, from the date that the Partnership makes the payment to the relevant taxing authority. As soon as practicable, the General Partner shall notify any Limited Partner that is credited with an outstanding Tax Payment Loan. So long as any Tax Payment Loan or the interest thereon remains unpaid, the Partnership shall make future distributions due to such Partner by applying the amount of any such distribution first to the payment of any unpaid interest on all Tax Payment Loans of such Partner and then to the repayment of the principal of all Tax Payment Loans of such Partner.

Taxes Withheld. (a) Unless treated as a "Tax Payment Loan Loan" (as hereinafter defined), any amount paid by the Partnership for or with respect to any Partner on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Partnership pursuant to the Code, the Treasury Regulationsregulations, or any state, state or local or foreign statute, regulation or ordinance requiring such payment (a “"Withholding Tax Act”") shall be treated as a distribution to such Partner for all purposes of this Agreement, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. To the extent that the amount required to be remitted by the Partnership under the Withholding Tax Act exceeds the amount then otherwise distributable to such Partner, including the Tax Distribution, the excess shall constitute a loan from the Partnership to such Partner (a “"Tax Payment Loan”") which shall be payable upon demand and may shall bear interest at an amount determined in the General Partner’s discretion, but in no circumstance at a rate that exceeds the Prime Rate plus two percent (2%), compounded monthlyinterest, from the date that the Partnership makes the payment to the relevant taxing authority. As soon , at the highest "Prime Rate" as practicablepublished as such from time to time in The Wall Street Journal, the General Partner shall notify any Limited Partner that is credited with an outstanding Tax Payment Loanor its successor as a nationally recognized daily financial newspaper, plus 2 percentage points, compounded monthly. So long as any Tax Payment Loan or the interest thereon remains unpaid, the Partnership shall make offset future distributions due to such Partner under this Agreement by applying the amount of any such distribution first to the payment of any unpaid interest on all Tax Payment Loans of such Partner and then to the repayment of the principal of all Tax Payment Loans of such Partner.

Taxes Withheld. (a) Unless treated as a Tax Payment Loan (as hereinafter defined), any amount paid by the Partnership for or with respect to any Partner on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Partnership pursuant to the Code, the Treasury Regulations, or any state, state or local or foreign statute, regulation or ordinance requiring such payment (a “Withholding Tax "WITHHOLDING TAX Act”") shall be treated as a distribution to such Partner for all purposes of this Agreement, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. To the extent that the amount required to be remitted by the Partnership under the Withholding Tax Act exceeds the amount then otherwise distributable to such Partner, including the Tax Distribution, the excess shall constitute a loan from the Partnership to such Partner (a “Tax Payment Loan”"TAX PAYMENT LOAN") which shall be payable upon demand and may shall bear interest at an amount determined in the General Partner’s discretion, but in no circumstance at a rate that exceeds the Prime Rate plus two percent (2%), compounded monthlyinterest, from the date that the Partnership makes the payment to the relevant taxing authority. As soon as practicable, at the General Partner shall notify any Limited Partner that is credited with an outstanding Tax Payment LoanPrime Rate plus one (1) percentage point, compounded monthly. So long as any Tax Payment Loan or the interest thereon remains unpaid, the Partnership shall make future distributions due to such Partner under this Agreement by applying the amount of any such distribution first to the payment of any unpaid interest on all Tax Payment Loans of such Partner and then to the repayment of the principal of all Tax Payment Loans of such Partner.. The General Partner shall have the authority to take all actions necessary to enable the Partnership to comply with the provisions of any Withholding Tax Act applicable to the Partnership and to carry out the provisions of