Common use of The Right to Withhold Clause in Contracts

The Right to Withhold. The Company shall withhold from any distribution such amounts as are required to be withheld by the laws of any taxing jurisdiction (or shall pay on behalf of or with respect to such Member any taxes that Managing Member or Tax Matters Member determines that the Company is required to pay with respect to any amount allocable to such Member pursuant to this Agreement). Such withheld amounts shall be treated as amounts distributed to the respective Members on whose account the withholding was imposed. Any amount paid on behalf of or with respect to a Member pursuant to this Section 5.4 shall constitute a loan by the Company to such Member, which loan such Member shall repay within 15 days after notice from the Company that such payment must be made unless (i) the Company withholds such payment from a distribution that would otherwise be made to the Member or (ii) all Members jointly determine that such payment may be satisfied out of Net Cash Flow that would, but for such payment, be distributed to the Member. Each Member hereby unconditionally and irrevocably grants to the Company a security interest in such Member's obligation to pay to the Company any amounts required to be paid pursuant to this Section 5.4. Any amounts payable by a Member hereunder shall bear interest at the prime rate as published from time to time in The Wall Street Journal (but not higher than the maximum lawful rate from the time such amount is due (i.e., 15 days after demand) until such amount is paid in full. Each Member shall take such actions as the Company shall request in order to perfect or enforce the security interest created hereunder. A Member's obligation hereunder shall survive the dissolution, liquidation or winding up of the Company.

The Right to Withhold. The Company shall withhold from any distribution such amounts as are required to be withheld by the laws of any taxing jurisdiction (or shall pay on behalf of or with respect to such Member any taxes that Managing Member or Tax Matters Member determines that the Company is required to pay with respect to any amount allocable to such Member pursuant to this Agreement). Such withheld amounts shall be treated as amounts distributed to the respective Members on whose account the withholding was imposed. Any amount paid on behalf of or with respect to a Member pursuant to this Section 5.4 shall constitute a loan by the Company to such Member, which loan such Member shall repay within 15 days after notice from the Company that such payment must be made unless (i) the Company withholds such payment from a distribution that would otherwise be made to the Member or (ii) all Members jointly determine that such payment may be satisfied out of Net Cash Flow that would, but for such payment, be distributed to the Member. Each Member hereby unconditionally and irrevocably grants to the Company a security interest in such Member's obligation to pay to the Company any amounts required to be paid pursuant to this Section 5.4. Any amounts payable by a Member hereunder shall bear interest at the prime rate as published from time to time in The the Wall Street Journal (but not higher than the maximum lawful rate from the time such amount is due (i.e., 15 days after demand) until such amount is paid in full. Each Member shall take such actions as the Company shall request in order to perfect or enforce the security interest created hereunder. A Member's obligation hereunder shall survive the dissolution, liquidation or winding up of the Company.