Payment of Taxes Due. The Administrator shall require payment of any amount it may determine to be necessary to withhold for federal, state, local or other taxes as a result of the exercise, grant or vesting of an Award. To the extent that such withholding arises in connection with the settlement of an Award with Common Units, the Administrator may, in its sole discretion, cause such payments to be funded by reducing the Common Units delivered upon settlement by an amount of Common Units having a Fair Market Value equal to the amount of payments that would then be due (and if an Award is settled in cash, the Administrator may withhold cash in respect to such taxes due). The Administrator shall establish the manner in which any such tax obligation may be satisfied by the Participant.
Payment of Taxes Due. No later than the date as of which an amount first becomes includible in the gross income of the Employee for income tax purposes with respect to the Award, Employee shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any Federal, state, local or foreign taxes of any kind required by law or applicable regulation to be withheld (collectively, “Taxes”) with respect to such amount. Withholding obligations arising from the Award may be settled with Common Stock, including the Shares that give rise to the withholding requirement. The obligations of the Company to deliver the Shares shall be conditional on such payment or arrangements. The Company, its subsidiaries and its affiliates shall, to the extent permitted by law, have the right to, at the Company’s election and in the Company’s sole discretion, (i) deduct any such taxes from any payment otherwise due to the Employee or (ii) withhold such portion of the Shares that give rise to the withholding requirement in satisfaction of such requirement.
Payment of Taxes Due. The Shareholders shall be responsible -------------------- for any state and federal income taxes payable by MMA for all periods prior to the Effective Time calculated on a cash basis in accordance with MMA's prior practices (the "Taxes Due"), subject to the limitations set forth in --------- and payable as a purchase price adjustment in accordance with Section 1.6(f) above. In calculating the Taxes Due, Ernst & Young shall exclude any Deferred Tax Liabilities. Within 60 days following the Effective Time, Ernst & Young shall calculate the amount of the Taxes Due, if any, based on the Closing Balance Sheet. The Shareholders agree to cooperate with Ernst & Young and to provide all such documentation which Ernst & Young reasonably requires to complete its determination under this Section. In the event the holders of a majority of the aggregate number of shares of ITS Common Stock issued to the Shareholders pursuant to this Merger Agreement object to the determination, such Shareholders shall be entitled to engage the Reviewing Accountant to review the calculation of Taxes Due by Ernst & Young. The expense of such review shall be borne equally by the Shareholders and ITS. In the event the Reviewing Accountant disagrees with the determination of Ernst & Young, after consulting with Ernst & Young and reviewing the related working papers of Ernst & Young, the determination of the Reviewing Accountant of the Taxes Due shall be final, binding and conclusive for all purposes. ITS shall be responsible for all state and federal income taxes related to periods beginning at the Effective Time, as well as any deferred state and federal income taxes for periods prior to the Effective Time resulting solely from the conversion by MMA from cash basis tax accounting to accrual basis tax accounting.
Payment of Taxes Due. The Borrower has duly and properly filed its United States income tax return and all other tax returns which are required to be filed and have paid all taxes due except such as are being contested in good faith and as to which adequate provisions and disclosures have been made. The respective charges and reserves on the books of the Borrower with respect to taxes and other governmental charges are adequate.
Payment of Taxes Due. No later than the date as of which an amount first becomes includible in the gross income of the Employee for income tax purposes with respect to the Award, Employee shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any Federal, state, local or foreign taxes of any kind required by law or applicable regulation to be withheld (collectively, “Taxes”) with respect to such amount. Withholding obligations arising from the Award may be settled with Common Stock, including the Shares that give rise to the withholding requirement. The obligations of the Company to deliver the Shares shall be conditional on such payment or arrangements. The Company, its subsidiaries and its affiliates shall, to the extent permitted by law, have the right to, at the Company’s election and in the Company’s sole discretion, (i) deduct any such taxes from any payment otherwise due to the Employee or (ii) withhold such portion of the Shares that give rise to the withholding requirement in satisfaction of such requirement. RAYOVAC CORPORATION By: Xxxx X. Xxxxxx President and Chief Operating Officer This agreement is made and entered into, effective as of (the “Effective Date”), by and between Rayovac Corporation, a Wisconsin corporation (the “Company”), and (the “Non-Employee Director”) pursuant to The 2004 Rayovac Incentive Plan (the “Plan”) and the terms and conditions of this Rayovac Corporation Restricted Stock Award Agreement (the “Agreement”) as set forth below.
