Common use of Obligation to Pay Withholding Taxes Clause in Contracts

Obligation to Pay Withholding Taxes. The Participant acknowledges and agrees that, regardless of any action the Company or the Participant’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”), the ultimate liability for all Tax-Related Items legally due by the Participant (i) is and remains the Participant’s responsibility and (ii) may exceed the amount actually withheld by the Company or the Participant’s employer. The Participant further agrees and acknowledges that the Company and the Participant’s employer (x) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the Award, the vesting of the PSUs or the subsequent sale of any Shares acquired from vesting of the PSUs, and the receipt of any Dividend Equivalents or Retained Distributions; and (y) do not commit to and are under no obligation to structure the terms of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, the Participant understands and acknowledges that if the Participant has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, the Company and/or the Participant’s employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Company’s obligation to deliver the Shares subject to the PSUs or to pay any Dividend Equivalents or Retained Distributions shall be subject to payment of all Tax-Related Items by the Participant.

Obligation to Pay Withholding Taxes. The Participant Grantee acknowledges and agrees that, regardless of any action taken or failed to be taken by the Company or or, if different, the ParticipantGrantee’s employer takes with respect to any or (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax and payment on account or other tax-related withholding items related to Grantee’s participation in the Plan and legally applicable to Grantee (the “Tax-Related Items”), the ultimate liability for all Tax-Related Items legally due by the Participant (i) is and remains the ParticipantGrantee’s responsibility and (ii) may exceed the amount actually withheld by the Company or the Participant’s employerEmployer. The Participant Grantee further agrees and acknowledges that the Company and the Participant’s employer Employer (xA) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the Award, the vesting or settlement of the PSUs or RSUs, the subsequent sale of any Shares acquired from vesting pursuant to such settlement, the receipt of the PSUsany dividends, and the receipt of any Dividend Equivalents or Retained Distributions; and (yB) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the RSUs to reduce or eliminate the ParticipantGrantee’s liability for Tax-Related Items or achieve any particular tax result. Further, the Participant understands and acknowledges that if the Participant has become Grantee is subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable eventjurisdiction, the Company and/or the Participant’s employer Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Company’s obligation to deliver the Shares subject to the PSUs or RSUs and the Company’s obligation, if any, to pay any Dividend Equivalents or Retained Distributions shall be subject to payment of all Tax-Related Items by the ParticipantGrantee.

Obligation to Pay Withholding Taxes. The Participant Grantee acknowledges and agrees that, regardless of any action taken or failed to be taken by the Company or or, if different, the ParticipantGrantee’s employer takes with respect to any or (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax and payment on account or other tax-related withholding items related to Grantee’s participation in the Plan and legally applicable to Grantee (the “Tax-Related Items”), the ultimate liability for all Tax-Related Items legally due by the Participant (i) is and remains the ParticipantGrantee’s responsibility and (ii) may exceed the amount actually withheld by the Company or the Participant’s employerEmployer. The Participant Grantee further agrees and acknowledges that the Company and the Participant’s employer Employer (xA) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the Award, the vesting or settlement of the PSUs or PSUs, the subsequent sale of any Shares acquired from vesting of the PSUspursuant to such settlement, and the receipt of any Dividend Equivalents or Retained Distributionsdividends; and (yB) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the PSUs to reduce or eliminate the ParticipantGrantee’s liability for Tax-Related Items or achieve any particular tax result. Further, the Participant understands and acknowledges that if the Participant has become Grantee is subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable eventjurisdiction, the Company and/or the Participant’s employer Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Company’s obligation to deliver the Shares subject to the PSUs or to pay any Dividend Equivalents or Retained Distributions shall be subject to payment of all Tax-Related Items by the ParticipantGrantee.

Obligation to Pay Withholding Taxes. The Participant acknowledges and agrees that, regardless of any action the Company or the Participant’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”), the ultimate liability for all Tax-Related Items legally due by the Participant (i) is and remains the Participant’s responsibility and (ii) may exceed the amount actually withheld by the Company or the Participant’s employer. The Participant further agrees and acknowledges that the Company and the Participant’s employer (x) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the Award, the vesting of the PSUs RSUs or the subsequent sale of any Shares acquired from vesting of the PSUsRSUs, and the receipt of any Dividend Equivalents or Retained Distributions; and (y) do not commit to and are under no obligation to structure the terms of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, the Participant understands and acknowledges that if the Participant has become subject to tax in more than one jurisdiction between the Date of Grant (as set forth in the Notice) and the date of any relevant taxable event, the Company and/or the Participant’s employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Company’s obligation to deliver the Shares subject to the PSUs RSUs or to pay any Dividend Equivalents or Retained Distributions shall be subject to payment of all Tax-Related Items by the Participant.

Obligation to Pay Withholding Taxes. The Participant Non-Employee Director acknowledges and agrees that, regardless of any action the Company or the Participant’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”), the ultimate liability for all Tax-Related Items legally due by the Participant Non-Employee Director (i) is and remains the ParticipantNon-Employee Director’s responsibility and (ii) may exceed the amount actually withheld by the Company or the Participant’s employerCompany. The Participant Non-Employee Director further agrees and acknowledges that the Company and the Participant’s employer (x) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the Award, the vesting of the PSUs RSUs or the subsequent sale of any Shares acquired from vesting of the PSUsRSUs, and the receipt of any Dividend Equivalents or Retained Distributions; and (y) do not commit to and are under no obligation to structure the terms of the Award to reduce or eliminate the ParticipantNon-Employee Director’s liability for Tax-Related Items or achieve any particular tax result. Further, the Participant Non-Employee Director understands and acknowledges that if the Participant Non-Employee Director has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, the Company and/or the Participant’s employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Company’s obligation to deliver the Shares subject to the PSUs RSUs or to pay any Dividend Equivalents or Retained Distributions shall be subject to payment of all Tax-Related Items by the ParticipantNon-Employee Director.

Obligation to Pay Withholding Taxes. The Participant acknowledges and agrees that, regardless of any action the Company or the Participant’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”), the ultimate liability for all Tax-Related Items legally due by the Participant (i) is and remains the Participant’s responsibility and (ii) may exceed the amount actually withheld by the Company or the Participant’s employer. The Participant further agrees and acknowledges that the Company and the Participant’s employer (x) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the Award, the vesting of the PSUs RSUs or the subsequent sale of any Shares acquired from vesting of the PSUsRSUs, and the receipt of any Dividend Equivalents, Retained Dividend Equivalents or Retained Distributions; and (y) do not commit to and are under no obligation to structure the terms of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, the Participant understands and acknowledges that if the Participant has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, the Company and/or the Participant’s employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Company’s obligation to deliver the Shares subject to the PSUs RSUs or to pay any Dividend Equivalents, Retained Dividend Equivalents or Retained Distributions shall be subject to payment of all Tax-Related Items by the Participant.

Obligation to Pay Withholding Taxes. The Participant acknowledges and agrees that, regardless of any action the Company or the Participant’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”), the ultimate liability for all Tax-Related Items legally due by the Participant (i) is and remains the Participant’s responsibility and (ii) may exceed the amount actually withheld by the Company or the Participant’s employer. The Participant further agrees and acknowledges that the Company and the Participant’s employer (x) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the Award, the vesting of the PSUs RSUs or the subsequent sale of any Shares acquired from vesting of the PSUsRSUs, and the receipt of any Dividend Equivalents, Retained Dividend Equivalents or Retained Distributions; and (y) do not commit to and are under no obligation to structure the terms of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, the Participant understands and acknowledges that if the Participant has become subject to tax in more than one jurisdiction between the Date of Grant (as set forth in the Notice) and the date of any relevant taxable event, the Company and/or the Participant’s employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Company’s obligation to deliver the Shares subject to the PSUs RSUs or to pay any Dividend Equivalents, Retained Dividend Equivalents or Retained Distributions shall be subject to payment of all Tax-Related Items by the Participant.

Obligation to Pay Withholding Taxes. The Participant acknowledges and agrees that, regardless of any action the Company or the Participant’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”), the ultimate liability for all Tax-Related Items legally due by the Participant (i) is and remains the Participant’s responsibility and (ii) may exceed the amount actually withheld by the Company or the Participant’s employer. The Participant further agrees and acknowledges that the Company and the Participant’s employer (xA) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the Award, the vesting of the PSUs RSUs or the subsequent sale of any Shares acquired from vesting of the PSUsRSUs, and the receipt of any Dividend Equivalents or Retained Distributions; and (yB) do not commit to and are under no obligation to structure the terms of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, the Participant understands and acknowledges that if the Participant has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, the Company and/or the Participant’s employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Company’s obligation to deliver the Shares subject to the PSUs RSUs or to pay any Dividend Equivalents or Retained Distributions shall be subject to payment of all Tax-Related Items by the Participant.

Obligation to Pay Withholding Taxes. The Participant acknowledges and agrees that, regardless of any action the Company or the Participant’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”), the ultimate liability for all Tax-Related Items legally due by the Participant (i) is and remains the Participant’s responsibility and (ii) may exceed the amount actually withheld by the Company or the Participant’s employer. The Participant further agrees and acknowledges that the Company and the Participant’s employer (x) make no representations or undertakings regarding the treatment of any Tax-Tax- February 2013 Related Items in connection with any aspect of the Award, including the grant of the Award, the vesting of the PSUs RSUs or the subsequent sale of any Shares acquired from vesting of the PSUsRSUs, and the receipt of any Dividend Equivalents, Retained Dividend Equivalents or Retained Distributions; and (y) do not commit to and are under no obligation to structure the terms of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, the Participant understands and acknowledges that if the Participant has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, the Company and/or the Participant’s employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Company’s obligation to deliver the Shares subject to the PSUs RSUs or to pay any Dividend Equivalents, Retained Dividend Equivalents or Retained Distributions shall be subject to payment of all Tax-Related Items by the Participant.

Obligation to Pay Withholding Taxes. The Participant Grantee acknowledges and agrees that, regardless of any action taken or failed to be taken by the Company or or, if different, the ParticipantGrantee’s employer takes with respect to any or (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax and payment on account or other tax-related withholding items related to Grantee’s participation in the Plan and legally applicable to Grantee (the “Tax-Related Items”), the ultimate liability for all Tax-Related Items legally due by the Participant (i) is and remains the ParticipantGrantee’s responsibility and (ii) may exceed the amount actually withheld by the Company or the Participant’s employerEmployer. The Participant Grantee further agrees and acknowledges that the Company and the Participant’s employer Employer (xA) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including including, but not limited to, the grant of the Award, the vesting or settlement of the PSUs or RSUs, the subsequent sale of any Shares acquired from vesting pursuant to such settlement, the receipt of the PSUsany dividends, and the receipt of any Dividend Equivalents or Retained Distributions; and (yB) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the RSUs to reduce or eliminate the ParticipantGrantee’s liability for Tax-Related Items or achieve any particular tax result. Further, the Participant understands and acknowledges that if the Participant has become Grantee is subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable eventjurisdiction, the Company and/or the Participant’s employer Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Company’s obligation to deliver the Shares subject to the PSUs or RSUs and the Company’s obligation, if any, to pay any Dividend Equivalents or Retained Distributions shall be subject to payment of all Tax-Related Items by the ParticipantGrantee.

Obligation to Pay Withholding Taxes. The Participant acknowledges and agrees that, regardless of any action the Company or the Participant’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”), the ultimate liability for all Tax-Related Items legally due by the Participant (i) is and remains the Participant’s responsibility and (ii) may exceed the amount actually withheld by the Company or the Participant’s employer. The Participant further agrees and acknowledges that the Company and the Participant’s employer (x) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the Award, the vesting of the PSUs RSUs or the subsequent sale of any Shares acquired from vesting of the PSUsRSUs, and the receipt of any Dividend Equivalents or Retained Distributions; and (y) do not commit to and are under no obligation to structure the terms of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, the Participant understands and acknowledges that if the Participant has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, the Company and/or the Participant’s employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Company’s obligation to deliver the Shares subject to the PSUs RSUs or to pay any Dividend Equivalents or Retained Distributions shall be subject to payment of all Tax-Related Items by the Participant.

Obligation to Pay Withholding Taxes. The Participant Grantee acknowledges and agrees that, regardless of any action taken or failed to be taken by the Company or the ParticipantGrantee’s employer takes with respect to any or (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax and payment on account or other tax-related withholding items related to Grantee’s participation in the Plan and legally applicable to Grantee (the “Tax-Related Items”), the ultimate liability for all Tax-Related Items legally due by the Participant (i) is and remains the ParticipantGrantee’s responsibility and (ii) may exceed the amount actually withheld by the Company or the Participant’s employerEmployer. The Participant Grantee further agrees and acknowledges that the Company and the Participant’s employer Employer (xA) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the Award, the vesting or settlement of the PSUs or RSUs, the subsequent sale of any Shares acquired from vesting pursuant to such settlement, the receipt of the PSUsany dividends, and the receipt of any Dividend Equivalents or Retained Distributions; and (yB) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the RSUs to reduce or eliminate the ParticipantGrantee’s liability for Tax-Related Items or achieve any particular tax result. Further, the Participant understands and acknowledges that if the Participant has become Grantee is subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Company and/or the Participant’s employer Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Company’s obligation to deliver the Shares subject to the PSUs or RSUs and the Company’s obligation, if any, to pay any Dividend Equivalents or Retained Distributions shall be subject to payment of all Tax-Related Items by the ParticipantGrantee.

Obligation to Pay Withholding Taxes. The Participant acknowledges and agrees that, regardless of any action the Company or the Participant’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”), the ultimate liability for all Tax-Related Items legally due by the Participant (i) is and remains the Participant’s responsibility and (ii) may exceed the amount actually withheld by the Company or the Participant’s employer. The Participant further agrees and acknowledges that the Company and the Participant’s employer (x) make no representations or undertakings regarding the treatment of any Tax-Tax- Related Items in connection with any aspect of the Award, including the grant of the Award, the vesting of the PSUs or the subsequent sale of any Shares acquired from vesting of the PSUs, and the receipt of any Dividend Equivalents or Retained Distributions; and (y) do not commit to and are under no obligation to structure the terms of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, the Participant understands and acknowledges that if the Participant has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, the Company and/or the Participant’s employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Company’s obligation to deliver the Shares subject to the PSUs or to pay any Dividend Equivalents or Retained Distributions shall be subject to payment of all Tax-Related Items by the Participant.

Obligation to Pay Withholding Taxes. The Participant Grantee acknowledges and agrees that, regardless of any action taken or failed to be taken by the Company or or, if different, the ParticipantGrantee’s employer takes with respect to any or (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax and payment on account or other tax-related withholding items related to Grantee’s participation in the Plan and legally applicable to Grantee (the “Tax-Related Items”), the ultimate liability for all Tax-Related Items legally due by the Participant (i) is and remains the ParticipantGrantee’s responsibility and (ii) may exceed the amount actually withheld by the Company or the Participant’s employerEmployer. The Participant Grantee further agrees and acknowledges that the Company and the Participant’s employer Employer (xA) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including including, but not limited to, the grant of the Award, the vesting or settlement of the PSUs or PSUs, the subsequent sale of any Shares acquired from vesting of the PSUspursuant to such settlement, and the receipt of any Dividend Equivalents or Retained Distributionsdividends; and (yB) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the PSUs to reduce or eliminate the ParticipantGrantee’s liability for Tax-Related Items or achieve any particular tax result. Further, the Participant understands and acknowledges that if the Participant has become Grantee is subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable eventjurisdiction, the Company and/or the Participant’s employer Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Company’s obligation to deliver the Shares subject to the Award issued in settlement of the PSUs or to pay any Dividend Equivalents or Retained Distributions shall be subject to payment of all Tax-Related Items by the ParticipantGrantee.