Required Tax Withholding Sample Clauses

Required Tax Withholding. As is indicated elsewhere in this Agreement, at the time of the purchase of any Common Shares pursuant to the exercise of this Option, the HR Department shall ensure that the amount of all federal, state, local, and other taxes which the HR Department determines in good faith must be withheld in connection with the exercise of this Option are paid to the applicable governmental agencies by requiring that this Option is exercised either by a cash payment made by you (or, in the event of your death, such other party who is exercising this Option) or through a cashless exercise.

Required Tax Withholding. Participating Class Members’ shares of applicable federal, state, or local payroll taxes, including those collected/paid under authority of the Federal Insurance Contributions Act, Federal Unemployment Tax Act, and/or State Unemployment Tax Act, attributable to Participating Class Members’ Individual Settlement Shares that constitute wages. Required Tax Withholding amounts shall be determined by the Settlement Administrator and will be paid out of the Qualified Settlement Fund.

Required Tax Withholding. 3.1.1 Partnership shall be entitled to deduct and withhold from the consideration otherwise payable to any Member or EOC Beneficial Owner pursuant to this Agreement such amounts as Partnership is required to deduct and withhold with respect to the making of such payment under the Code or any other provision of federal, state, local or foreign Tax Law; provided, however, that no amount shall be withheld from the consideration otherwise payable to a Member or EOC Beneficial Owner pursuant to this Agreement, except (a) to the extent that Partnership has previously been notified by a Member or EOC Beneficial Owner (as provided in Section 3.1.3 below) that any such withholding is required, or (b) Partnership has reasonably determined that such withholding is required by applicable Law; and provided further that if Partnership (or any of its Affiliates) intends to withhold any amount based on a reasonable determination pursuant to clause (b) of the immediately preceding proviso, Partnership shall provide reasonable advance written notice to the relevant Member or EOC Beneficial Owner of Partnership’s intent to so withhold and a summary of the rationale for such withholding. To the extent that amounts are withheld by Partnership, such withheld amounts (1) shall be remitted promptly and in accordance with applicable Law by Partnership to the applicable Governmental Authority, and (2) shall be treated for all purposes of this Agreement as having been paid to the relevant Member or EOC Beneficial Owner in respect of which such deduction and withholding was made by Partnership and shall be deemed part of the EOP Per Unit Consideration or EOC Per Unit Consideration, as applicable. Partnership shall promptly provide to the relevant Member or EOC Beneficial Owner written evidence reasonably satisfactory to the Member or EOC Beneficial Owner of any such remittance. 3.1.2 A Member or EOC Beneficial Owner, as applicable, shall notify Partnership in writing of any action or event that would otherwise require Partnership to withhold under applicable Law any amount from the consideration otherwise payable to a Member or EOC Beneficial Owner pursuant to this Agreement. The notice required by this Section 3.1.2 shall include information sufficient to enable Partnership to determine to withhold the proper amount from any such payment, and to report such amounts to the appropriate Governmental Authority. 3.1.3 Each of Partnership, the Members, and the EOC Beneficial Owners acknow...