Common use of Required Tax Withholding Clause in Contracts

Required Tax Withholding. The Buyer Parties shall be entitled to deduct and withhold from the Purchase Price otherwise payable to Seller or any of its Subsidiaries pursuant to this Agreement such amounts as the Buyer Parties are 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 that the Buyer Parties shall not deduct or withhold any amounts from the Purchase Price (a) pursuant to Section 1445 of the Code, if Seller (or any applicable Subsidiary of Seller) has provided either (i) a certificate of non-foreign status executed by a duly authorized Representative of Seller or such Subsidiary, sworn under penalty of perjury and in form and substance required under the Treasury Regulations under Section 1445 of the Code, to the effect that withholding under Section 1445 of the Code is not required in connection with the acquisition of the Transferred Assets and Transferred Subsidiary Assets by the Buyer Parties or Buyer Designees, as applicable, or (ii) a withholding certificate issued by the IRS pursuant to Treasury Regulations Section 1.1445-3 that is reasonably satisfactory to the Buyer Parties stating that such amounts are not required to be withheld; or (b) pursuant to any other Law, without having provided to Seller or its applicable Subsidiary written notice of its intention to withhold and the basis for such withholding fifteen (15) days prior to the Initial Closing. To the extent that amounts are withheld by the Buyer Parties or Buyer Designees, such withheld amounts (x) shall be remitted promptly and in accordance with applicable Law by the Buyer Parties or Buyer Designees to the applicable Governmental Authority, and (y) shall be treated for all purposes of this Agreement as having been paid to Seller or its applicable Subsidiary in respect of which such deduction and withholding was made by the Buyer Parties or Buyer Designees and shall be deemed part of the Purchase Price. The Buyer Parties shall promptly provide to Seller or its applicable Subsidiary written evidence reasonably satisfactory to Seller or its applicable Subsidiary of any such remittance.

Required Tax Withholding. The Buyer Parties or Buyer Designee, as applicable, shall be entitled to deduct and withhold from the BofA Strategic Purchase Price, the BANA Purchase Price or the Barclays Purchase Price, as applicable, otherwise payable to Seller BofA Strategic, BANA or any of its Subsidiaries Barclays, as applicable, pursuant to this Agreement such amounts as the Buyer Parties are or Buyer Designee 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 that the neither Buyer Parties nor Buyer Designee shall not deduct or withhold any amounts from the BofA Strategic Purchase Price, the BANA Purchase Price or the Barclays Purchase Price, as applicable, (a) pursuant to Section 1445 of the Code, if Seller (BofA Strategic, BANA or any applicable Subsidiary of Seller) Barclays, respectively, has provided either (i) a certificate of non-foreign status executed by a duly authorized Representative of Seller or such SubsidiarySeller, sworn under penalty of perjury and in form and substance required under the Treasury Regulations under Section 1445 of the Code, to the effect that withholding under Section 1445 of the Code is not required in connection with the acquisition of the Transferred Assets and Transferred Subsidiary Assets Purchased Interests by the Buyer Parties or and/or Buyer Designees, as applicable, Designee or (ii) a withholding certificate issued by the IRS pursuant to Treasury Regulations Section 1.1445-3 that is reasonably satisfactory to the Buyer Parties stating that such amounts are not required to be withheld; or Buyer Designee or (b) pursuant to any other Law, otherwise without having provided with respect to each Seller or its applicable Subsidiary written notice of its intention to withhold and the basis for such withholding fifteen five (155) days prior to the Initial Closing. To the extent that amounts are withheld by the Buyer Parties or Buyer DesigneesDesignee, such withheld amounts (xi) shall be remitted promptly and in accordance with applicable Law by the Buyer Parties or Buyer Designees Designee to the applicable Governmental Authority, and (yii) shall be treated for all purposes of this Agreement as having been paid to Seller BofA Strategic, BANA or its applicable Subsidiary Barclays, as applicable, in respect of which such deduction and withholding was made by the Buyer Parties or Buyer Designees Designee and shall be deemed part of the BofA Strategic Purchase Price, the BANA Purchase Price or the Barclays Purchase Price, as applicable. The Buyer Parties or Buyer Designee shall promptly provide to Seller BofA Strategic, BANA or its applicable Subsidiary Barclays, as applicable, written evidence reasonably satisfactory to Seller or its applicable Subsidiary such Person of any such remittance.

Required Tax Withholding. The Buyer Parties or Buyer Designee, as applicable, shall be entitled to deduct and withhold from the BofA Strategic Purchase Price, the BANA Purchase Price or the Barclays Purchase Price, as applicable, otherwise payable to Seller BofA Strategic, BANA or any of its Subsidiaries Barclays, as applicable, pursuant to this Agreement such amounts as the Buyer Parties are or Buyer Designee 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 that the neither Buyer Parties nor Buyer Designee shall not deduct or withhold any amounts from the BofA Strategic Purchase Price, the BANA Purchase Price or the Barclays Purchase Price, as applicable, (a) pursuant to Section 1445 of the Code, if Seller (BofA Strategic, BANA or any applicable Subsidiary of Seller) Barclays, respectively, has provided either (i) a certificate of non-foreign status executed by a duly authorized Representative of Seller or such SubsidiarySeller, sworn under penalty of perjury and in form and substance required under the Treasury Regulations under Section 1445 of the Code, to the effect that withholding under Section 1445 of the Code is not required in connection with the acquisition of the Transferred Assets and Transferred Subsidiary Assets Purchased Interests by the Buyer Parties or and/or Buyer Designees, as applicable, Designee or (ii) in the case of Purchased Interests to be sold by BIH, a withholding certificate issued by the IRS pursuant to Treasury Regulations Section 1.1445-3 that is reasonably satisfactory to Buyer or Buyer Designee described in Section 3.1.2 to the Buyer Parties stating effect that no withholding is required under Section 1445 of the Code with respect to such amounts are not required to be withheld; Purchased Interests or (b) pursuant to any other Law, otherwise without having provided with respect to each Seller or its applicable Subsidiary written notice of its intention to withhold and the basis for such withholding fifteen five (155) days prior to the Initial Closing. To Except as provided in Sections 3.1.2 or 3.1.3, to the extent that amounts are withheld by the Buyer Parties or Buyer DesigneesDesignee, such withheld amounts (x) shall be remitted promptly and in accordance with applicable Law by the Buyer Parties or Buyer Designees Designee to the applicable Governmental Authority, . Any such amounts and (y) any amounts withheld and/or remitted pursuant to Sections 3.1.2 or 3.1.3 shall be treated for all purposes of this Agreement as having been paid to Seller BofA Strategic, BANA or its applicable Subsidiary Barclays, as applicable, in respect of which such deduction and withholding was made by the Buyer Parties or Buyer Designees Designee and shall be deemed part of the BofA Strategic Purchase Price, the BANA Purchase Price or the Barclays Purchase Price, as applicable. The Buyer Parties or Buyer Designee shall promptly provide to Seller BofA Strategic, BANA or its applicable Subsidiary Barclays, as applicable, written evidence reasonably satisfactory to Seller or its applicable Subsidiary such Person of any such remittance.

Required Tax Withholding. The Buyer Parties No certificate for shares shall be entitled issued until full payment and the required tax withholding have been made to deduct and withhold from the Purchase Price otherwise payable to Seller or any of its Subsidiaries pursuant to this Agreement such amounts as Company; provided, however, that the Buyer Parties are Company shall not be required to deduct issue or deliver any certificate prior to the admission of such shares to listing on any stock exchange or securities market on which such stock may at that time be listed, nor shall issue or delivery be required prior to registration, if necessary under the securities law of the United States and withhold any applicable state. The Company is under no obligation to you to register such shares nor to comply for your benefit with any exemption from registration so that you may sell or otherwise transfer the shares. If the shares are issued to you without having been registered, a legend will be placed on the certificate, stop-transfer instructions will be issued with respect to the making of shares, and you will have to hold them indefinitely unless they are subsequently registered or an exemption for registration is available. If such payment an exemption is afforded to you pursuant to Rule 144 promulgated under the Code Securities Act of 1933, sales thereunder may be made only in limited amounts upon the expiration of the applicable holding period (minimum of two years) and otherwise in accordance with the terms and conditions of that Rule. If you cease to be a non-employee director of the Company or any subsidiary, parent, or assuming corporation for any reason other provision of federalthan by death, state, local or foreign tax Law; provided that the Buyer Parties all unexercised rights under these options shall not deduct or withhold any amounts from the Purchase Price (a) pursuant to Section 1445 expire automatically as of the Code, if Seller (or any applicable Subsidiary date of Seller) has provided either (i) a certificate of non-foreign status executed by a duly authorized Representative of Seller or such Subsidiary, sworn under penalty of perjury and in form and substance required under the Treasury Regulations under Section 1445 termination of the Codedirectorship. If termination of the directorship is by reason of death, all unexercised rights under these options shall be exercisable for a period of not in excess of one year thereafter (but not exceeding the expiration date referenced in the third paragraph of this letter) by the person or persons to whom the same is transferred by will or by laws of descent and distribution, to the effect same extent that withholding under Section 1445 you could have exercised such option at the time of your death. During your life, these options shall be exercisable only by you and shall not be transferable or assignable other than by your will or by the laws of descent and distribution as specified above. Any other attempted transfer or assignment will terminate these options. In the event of a stock dividend, recapitalization, reclassification, split, or a combination of shares of the Code is not required in connection with the acquisition of the Transferred Assets and Transferred Subsidiary Assets by the Buyer Parties or Buyer DesigneesCompany, as applicable, or (ii) a withholding certificate issued by the IRS pursuant to Treasury Regulations Section 1.1445-3 that is reasonably satisfactory to the Buyer Parties stating that such amounts are not required to be withheld; or (b) pursuant to any other Law, without having provided to Seller or its applicable Subsidiary written notice of its intention to withhold and the basis for such withholding fifteen (15) days prior to the Initial Closing. To the extent that amounts are withheld by the Buyer Parties or Buyer Designees, such withheld amounts (x) appropriate adjustment shall be remitted promptly and in accordance with applicable Law by the Buyer Parties or Buyer Designees to the applicable Governmental Authority, and (y) shall be treated for all purposes of this Agreement as having been paid to Seller or its applicable Subsidiary in respect of which such deduction and withholding was made by the Buyer Parties or Buyer Designees and Board of Directors of the Company, in the number, kind, and/or option price of the shares covered by these options to the end that your proportionate interest shall be deemed part maintained as before the occurrence of such event. In the event of a merger or consolidation of the Purchase Price. The Buyer Parties shall promptly provide to Seller Company or its applicable Subsidiary written evidence reasonably satisfactory to Seller other similar corporate changes, provisions may be made by the Board of Directors of the Company for the assumption or its applicable Subsidiary substitution of any such remittancethese options.

Required Tax Withholding. The Buyer Parties or Buyer Designee, as applicable, shall be entitled to deduct and withhold from the BofA Strategic Purchase Price, the BANA Purchase Price or the Barclays Purchase Price, as applicable, otherwise payable to Seller BofA Strategic, BANA or any of its Subsidiaries Barclays, as applicable, pursuant to this Agreement such amounts as the Buyer Parties are or Buyer Designee 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 that the neither Buyer Parties nor Buyer Designee shall not deduct or withhold any amounts from the BofA Strategic Purchase Price, the BANA Purchase Price or the Barclays Purchase Price, as applicable, (a) pursuant to Section 1445 of the Code, if Seller (BofA Strategic, BANA or any applicable Subsidiary of Seller) Barclays, respectively, has provided either (i) a certificate of non-foreign status executed by a duly authorized Representative of Seller or such SubsidiarySeller, sworn under penalty of perjury and in form and substance required under the Treasury Regulations under Section 1445 of the Code, to the effect that withholding under Section 1445 of the Code is not required in connection with the acquisition of the Transferred Assets and Transferred Subsidiary Assets Purchased Interests by the Buyer Parties or and/or Buyer Designees, as applicable, Designee or (ii) a withholding certificate issued by the IRS pursuant to Treasury Regulations Section 1.1445-3 1.14453 that is reasonably satisfactory to the Buyer Parties stating that such amounts are not required to be withheld; or Buyer Designee or (b) pursuant to any other Law, otherwise without having provided with respect to each Seller or its applicable Subsidiary written notice of its intention to withhold and the basis for such withholding fifteen five (155) days prior to the Initial Closing. To the extent that amounts are withheld by the Buyer Parties or Buyer DesigneesDesignee, such withheld amounts (xi) shall be remitted promptly and in accordance with applicable Law by the Buyer Parties or Buyer Designees Designee to the applicable Governmental Authority, and (yii) shall be treated for all purposes of this Agreement as having been paid to Seller BofA Strategic, BANA or its applicable Subsidiary Barclays, as applicable, in respect of which such deduction and withholding was made by the Buyer Parties or Buyer Designees Designee and shall be deemed part of the BofA Strategic Purchase Price, the BANA Purchase Price or the Barclays Purchase Price, as applicable. The Buyer Parties or Buyer Designee shall promptly provide to Seller BofA Strategic, BANA or its applicable Subsidiary Barclays, as applicable, written evidence reasonably satisfactory to Seller or its applicable Subsidiary such Person of any such remittance.

Required Tax Withholding. The Buyer Parties 3.1.1 Partnership shall be entitled to deduct and withhold from the Purchase Price consideration otherwise payable to Seller any Member or any of its Subsidiaries EOC Beneficial Owner pursuant to this Agreement such amounts as the Buyer Parties are 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 Tax Law; provided provided, however, that the Buyer Parties no amount shall not deduct or withhold any amounts be withheld from the Purchase Price consideration otherwise payable to a Member or EOC Beneficial Owner pursuant to this Agreement, except (a) pursuant to Section 1445 of the Code, if Seller (or any applicable Subsidiary of Seller) extent that Partnership has provided either (i) a certificate of non-foreign status executed previously been notified by a duly authorized Representative of Seller Member or EOC Beneficial Owner (as provided in Section 3.1.3 below) that any such Subsidiarywithholding is required, sworn under penalty of perjury and in form and substance required under the Treasury Regulations under Section 1445 of the Code, to the effect that withholding under Section 1445 of the Code is not required in connection with the acquisition of the Transferred Assets and Transferred Subsidiary Assets by the Buyer Parties or Buyer Designees, as applicable, or (ii) a withholding certificate issued by the IRS pursuant to Treasury Regulations Section 1.1445-3 that is reasonably satisfactory to the Buyer Parties stating that such amounts are not required to be withheld; 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 any other Lawclause (b) of the immediately preceding proviso, without having provided to Seller or its applicable Subsidiary Partnership shall provide reasonable advance written notice to the relevant Member or EOC Beneficial Owner of its intention Partnership’s intent to so withhold and a summary of the basis rationale for such withholding fifteen (15) days prior to the Initial Closingwithholding. To the extent that amounts are withheld by the Buyer Parties or Buyer DesigneesPartnership, such withheld amounts (x1) shall be remitted promptly and in accordance with applicable Law by the Buyer Parties or Buyer Designees Partnership to the applicable Governmental Authority, and (y2) shall be treated for all purposes of this Agreement as having been paid to Seller the relevant Member or its applicable Subsidiary EOC Beneficial Owner in respect of which such deduction and withholding was made by the Buyer Parties or Buyer Designees Partnership and shall be deemed part of the Purchase PriceEOP Per Unit Consideration or EOC Per Unit Consideration, as applicable. The Buyer Parties Partnership shall promptly provide to Seller the relevant Member or its applicable Subsidiary EOC Beneficial Owner written evidence reasonably satisfactory to Seller the Member or its applicable Subsidiary 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 acknowledge that, as of the date hereof, neither it nor any of its Affiliates has any knowledge that any amount is required to be withheld by Partnership from any portion of any consideration payable pursuant to this Agreement.