Common use of The Right to Withhold Clause in Contracts

The Right to Withhold. The Company may withhold distributions or with respect to allocations or portions thereof if it is required to do so by any applicable rule, regulation, or law, and each Member hereby authorizes the Company to withhold from or pay on behalf of or with respect to such Member any amount of federal, state, local or foreign taxes that the Tax Matters Member reasonably determines that the Company is required to withhold or pay with respect to any amount distributable or allocable to such Member pursuant to this Agreement. Any amount withheld from a distribution to a Member pursuant to this Section 4.4 shall be treated as having been distributed to such Member with respect to which such amount was withheld for all purposes under this Agreement. Any amount paid on behalf of or with respect to a Member pursuant to this Section 4.4, for which no amount was previously withheld, shall be treated as having been distributed to such Member as an advance against the next distributions that would otherwise be made to such Member, and such amount shall be satisfied by offset from such next distributions. Each Member will furnish the Tax Matters Member or Financial Manager with such information as may reasonably be requested by the Tax Matters Member or Financial Manager from time to time to determine whether withholding is required, and each Member will promptly notify the other Members that are not its Affiliates if such Member determines at any time that it is subject to withholding.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Hard Rock Hotel Holdings, LLC)

The Right to Withhold. The Company may withhold distributions or with respect to allocations or portions thereof if it is required to do so by any applicable rule, regulation, or law, and each Member hereby authorizes the Company to withhold from or pay on behalf of or with respect to such Member any amount of federal, state, local or foreign taxes that the Tax Matters Member reasonably determines that the Company is required to withhold or pay with respect to any amount distributable or allocable to such Member pursuant to this Agreement. Any amount withheld from a distribution to a Member pursuant to this Section 4.4 4.3 shall be treated as having been distributed to such Member with respect to which such amount was withheld for all purposes under this Agreement. Any amount paid on behalf of or with respect to a Member pursuant to this Section 4.44.3, for which no amount was previously withheld, shall be treated as having been distributed to such Member as an advance against the next distributions that would otherwise be made to such Member, and such amount shall be satisfied by offset from such next distributions. Each Member will furnish the Tax Matters Member or Financial Manager with such information as may reasonably be requested by the Tax Matters Member or Financial Manager from time to time to determine whether withholding is required, and each Member will promptly notify the other Members that are not its Affiliates if such Member determines at any time that it is subject to withholding.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Hard Rock Hotel Holdings, LLC)