Responsibility for Tax. The following provisions shall supplement Section 10 of the Agreement: ‘Regardless of any action the Company (or any Subsidiary) takes with respect to any or all Taxes, the Optionee acknowledges that the ultimate liability for all Taxes is and remains the Optionee’s responsibility and may exceed the amount actually withheld by the Company (or any Subsidiary). the Optionee further acknowledges that the Company and its Subsidiaries (including the Optionee’s employer) (i) make no representations or undertakings regarding the treatment of any Taxes in connection with any aspect of the Option, including the grant, vesting or exercise of the Option or the subsequent sale of any shares of common stock acquired at exercise; and (ii) do not commit to, and are under no obligation to, structure the terms of the grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for Taxes or achieve any particular tax result. Further, if the Optionee is subject to taxation in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Optionee acknowledges that the Company and/or its Subsidiaries (including the Optionee’s employer or former employer, as applicable) may be required to withhold or account for Taxes in more than one jurisdiction.’ A7
Responsibility for Tax. Subject to the terms and conditions of Schedule 2.01 hereof:
Responsibility for Tax. The receipt of, or other dealing with, Points and/or Rewards may have tax consequences. Any federal and/or provincial or territorial tax liability or reporting obligation arising in connection with the accrual, transfer, conversion, redemption or other dealing with the Points or from the receipt of any rebate or Rewards under the Program are your responsibility and we are released from all responsibilities in connection with any such obligation or liability. If you redeem Points for the purpose of making a charitable donation, it is solely the responsibility of the applicable registered charity to issue any tax receipt. We provide no comments or advice on such tax consequences or related obligations. Please consult with your professional tax advisor to discuss your individual circumstances and whether there are any tax implications or related obligations. You understand that we will not issue a tax receipt or tax slip in connection with the Program (unless and until we are required to do so by applicable law). The amount of any Taxes and Other Charges associated with your travel arrangements that are imposed by travel suppliers and other third parties are your sole responsibility and may change at any time without notice, even after the date that travel arrangements have been confirmed.
Responsibility for Tax. (a) Except as specifically provided in any of the agreements contemplated by the Distribution Agreement, including the EBA with respect to Employment Taxes, Abbott shall be responsible for, and shall indemnify and hold harmless the Hospira Group from any liability for (i) any Tax imposed by any Tax Authority on Abbott or an Abbott Affiliate, including Hospira and all Hospira Affiliates, for any Pre-Distribution Period, except any Covered Transaction Tax for which Hospira is responsible under Section 3.01(b); and (ii) any Tax imposed by any Tax Authority on any member of the Abbott Group for any Post-Distribution Period, except any Transition Period Tax for which Hospira is responsible under Section 3.02.
Responsibility for Tax. (a) Except as specifically provided in any of the agreements contemplated by the Distribution Agreement, including the EMA with respect to Employment Taxes, Dover shall be responsible for, and shall indemnify and hold harmless the Xxxxxxx Group from any liability for (i) any Tax imposed by any Tax Authority on a member of the Dover Group excluding for this purpose (w) the amount of such Taxes attributable to any member of the Xxxxxxx Group for any taxable period, (x) any Tax attributable to the Voltronics Business for any taxable period (y) one-half of the aggregate amount of Taxes (including income Taxes) imposed on a member of the Dover Group (determined following the Separation) arising from, or attributable to, any direct or indirect transfer of assets (including stock) or liabilities in the Separation (other than a Covered Transaction Tax) and including such transfers contemplated to occur after the Effective Time other than such amounts recoupable by a member of the Dover Group and (z) any Covered Transaction Tax for which Xxxxxxx is responsible under Section 3.01(b); (ii) the Taxes described in Section 2.01(b)(i)(w), (x) and (y); (iii) any Employment Taxes imposed on Dover or any Dover Affiliate arising as a transferee of employees of Xxxxxxx or any Xxxxxxx Affiliate in connection with the Separation; and (iv) any Tax (other than a Covered Transaction Tax) imposed on Xxxxxxx or a Xxxxxxx Affiliate as a result of an action undertaken, or a failure to act, by Dover or a Dover Affiliate (determined following the Separation) after the Effective Time (other than resulting from a Tax Contest) which gives rise to a Tax on Dover or the Dover Affiliate that Xxxxxxx or the Xxxxxxx Affiliate is jointly and severally liable for.
Responsibility for Tax. (a) Distributing shall be responsible for and indemnify and hold harmless the Controlled Group from (i) any liability for Controlled Federal Income Tax and Controlled Combined Income Tax with respect to the Pre- Distribution Period (other than Income Taxes described in Section 2.01(g)); (ii) any Controlled Separate Income Tax with respect to the Pre-Incorporation Period; (iii) any Income Tax of the Distributing Group by reason of Controlled Group being severally liable for such Income Tax pursuant to Treasury Regulations Section 1.1502-6 or any analogous provision of state or local law; and (iv) any item described in Section 3.01(a) to the extent not covered by Section 3.01(b).
Responsibility for Tax. (a) Except as specifically provided in any of the agreements contemplated by the Distribution Agreement, including the EMA with respect to Employment Taxes, Abbott shall be responsible for, and shall indemnify and hold harmless the AbbVie Group from any liability for (i) any Tax imposed by any Tax Authority on Abbott or an Abbott Affiliate, including AbbVie and all AbbVie Affiliates, for any Pre-Distribution Period, except (x) any Covered Transaction Tax for which AbbVie is responsible under Section 3.01(b) and (y) any non-income Tax imposed on AbbVie or any AbbVie Affiliate for such period; (ii) notwithstanding Section 2.01(a)(i)(y), any Tax (other than an income Tax) imposed on Abbott or any Abbott Affiliate arising from, or attributable to, any transfer of assets or liabilities in the Separation and including such transfers contemplated to occur after the Effective Time except to the extent recoupable by AbbVie or any AbbVie Affiliate, (iii) notwithstanding Section 2.01(a)(i)y), any Employment Taxes imposed on Abbott or any Affiliate arising as a transferee of employees of AbbVie or any AbbVie Affiliate in connection with the Separation, and (iv) any Tax imposed by any Tax Authority on any member of the Abbott Group for any Post-Distribution Period.
Responsibility for Tax. (a) Distributing shall be responsible for and indemnify and hold harmless the Controlled Group from (i) any liability for Income Tax of the Controlled Group with respect to the Pre-Exchange Period; (ii) any Income Tax of the Distributing Group by reason of Controlled Group being severally liable for such Income Tax pursuant to Treasury Regulations Section 1.1502-6 or any analogous provision of state or local law; and (iii) any item described in Section 3.01(a) to the extent not covered by Section 3.01(b).
Responsibility for Tax. The following provisions shall supplement Section 11 of the Agreement: ‘Without limiting the Company’s and the Employer’s authority to satisfy their withholding obligations for Tax-Related Items as set forth in Section 11 of the Agreement, in accepting the Option, the Optionee authorizes the Company to withhold shares of Stock or to sell shares of Stock otherwise deliverable to the Optionee upon exercise of the Option to satisfy Tax-Related Items, regardless of whether the Company and/or the Employer have an obligation to withhold such Tax-Related Items.’
Responsibility for Tax. The following provisions shall supplement Section 11 of the Agreement: ‘Without limiting the Company’s and the Employer’s authority to satisfy their withholding obligations for Tax-Related Items as set forth in Section 11 of the Agreement, in accepting the Option, the Optionee authorizes the Company to withhold shares of Stock or to sell shares of Stock otherwise deliverable to the Optionee upon exercise of the Option to satisfy Tax-Related Items, regardless of whether the Company and/or the Employer have an obligation to withhold such Tax-Related Items.’ Form Approved July 2022
