Responsibility for Tax. Subject to the terms and conditions of Schedule 2.01 hereof:
(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 Apergy Group from any liability for (i) any Taxes of Dover or any of its Affiliates (determined before the Separation) for any Pre-Distribution Period and, with respect to a Straddle Period, the portion of such period ending on the Distribution Date; and (ii) any Covered Transaction Tax for which Dover is responsible under Section 3.01(a), in each case other than Taxes or other amounts for which Apergy is responsible under Section 2.01(b).
(b) Except as specifically provided in any of the agreements contemplated by the Distribution Agreement, including the EMA with respect to Employment Taxes, Apergy shall be responsible for, and shall indemnify and hold harmless the Dover Group from any liability for (i) the amount of Taxes attributable to any member of the Apergy Group for any taxable period, including (A) any Tax imposed by any Tax Authority on a member of the Apergy Group for any taxable period including Employment Taxes imposed on Apergy or any Apergy Affiliate as a transferee of employees of any member of the Dover Group in connection with the Separation, and (B) (I) any Transition Tax imposed on the Dover Group resulting from accumulated post-1986 deferred foreign income of non-U.S. members of the Apergy Group; and (II) any Transition Tax imposed on the Dover Group resulting from accumulated post-1986 deferred foreign income of non-U.S. members of the Dover Group that corresponds with previously taxed earnings and profits (within the meaning of Section 959 of the Code) (“PTI”) of such non-U.S. members of the Dover Group allocated to the Apergy Group pursuant to Section 2.02(c)(ii); each of the amounts of Transition Tax described in this Section 2.01(b)(i)(B) shall be determined by Dover in its sole discretion in accordance with general tax principles; (ii) one-half of the aggregate amount of Taxes (including income Taxes) imposed on a member of the Dover Group or the Apergy 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 th...
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.’
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.
(b) Except as specifically provided in any of the agreements contemplated by the Distribution Agreement, including the EBA with respect to Employment Taxes, Hospira shall be responsible for, and shall indemnify and hold harmless the Abbott Group from any liability for (i) any Tax imposed by any Tax Authority on Hospira or a Hospira Affiliate for any Post-Distribution Period; (ii) any Covered Transaction Tax for which - 11 - Hospira is responsible under Section 3.01(b); and (iii) any Transition Period Tax for which Hospira is responsible under Section 3.02.
(c) The responsibility for any Tax incurred in a Straddle Period by any member of the Hospira Group shall be allocated between the Pre-Distribution Period and the Post-Distribution Period as if such member closed its financial accounting records as of the Effective Time and determined the Tax attributable to the Pre-Distribution Period by applying the method of tax accounting that has historically been used for the business of such member.
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).
(b) Notwithstanding the provisions of clause (i) of Section 2.01(a), for all periods in which Controlled is a member of Distributing's consolidated group, Controlled shall be responsible for and shall pay to Distributing, on or prior to the Distribution Date, an amount equal to the estimate of the Controlled Federal Income Tax for such periods, as determined by Distributing in good faith and in the ordinary course of business.
(c) Notwithstanding the provisions of clause (i) of Section 2.01(a), for all periods in which Controlled or any other member of the Controlled Group is a member of a state or local consolidated, combined or unitary group of which any member of the Distributing Group is the parent, Controlled shall be responsible for and shall pay to Distributing, on or prior to the Distribution Date, an amount equal to the estimate of the Controlled Combined Income Tax for such periods, as determined by Distributing in good faith and in the ordinary course of business.
(d) Controlled shall be responsible for, and indemnify and hold harmless the Distributing Group from (i) all Income Tax of the Controlled Group with respect to a Post-Distribution Period; (ii) any Controlled Separate Income Tax with respect to the Post-Incorporation Period; (iii) Income Taxes described in Section 2.01(g); (iv) all Other Controlled Tax (regardless of which period it relates to); and (v) any act for which Controlled is liable under Section 3.01(b).
(e) For purposes of this Agreement, in the case of any taxable period that begins before and ends after the Distribution Date, the amount of Controlled Federal Income Tax and/or Controlled Combined Income Tax payable for a portion of a period shall be the amount which would have been payable if that portion of a period constituted a separate taxable per...
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. (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).
(b) Notwithstanding the provisions of clause (i) of Section 2.01(a), for all periods in which Controlled is a member of Distributing's consolidated group, Controlled shall be responsible for and shall pay to Distributing, on or prior to the Distribution Date, an amount equal to the estimate of the Controlled Federal Income Tax for such periods, as determined by Distributing in good faith and in the ordinary course of business.
(c) Notwithstanding the provisions of clause (i) of Section 2.01(a), for all periods in which Controlled or any other member of the Controlled Group is a member of a state or local consolidated, combined or unitary group of which any member of the Distributing Group is the parent, Controlled shall be responsible for and shall pay to Distributing, on or prior to the Distribution Date, an amount equal to the estimate of the
Responsibility for Tax. In section 10 of the Agreement, the following paragraph shall be inserted: ‘Each Optionee shall attach to his or her French income tax return, for the year during which he or she exercises any Option, an individual form complying with Article 91 bis-I of Appendix II to the French code général des impôts (the “French Tax Code”) that states:
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
Responsibility for Tax. (a) Grantee acknowledges that, regardless of any action taken by the Company, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Grantee’s participation in the Plan and legally applicable to Grantee (“Tax-Related Items”), is and remains Grantee’s responsibility and may exceed the amount (if any) withheld by the Company. Grantee further acknowledges that the Company (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock, including, but not limited to, the grant or vesting of the Restricted Stock, the subsequent sale of Shares acquired due to applicable restrictions on the Restricted Stock having lapsed and the receipt or payment of any dividends, and (ii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Restricted Stock to reduce or eliminate Grantee’s liability for Tax-Related Items or achieve any particular tax result.
(b) Grantee shall have the right to make such elections under the Code as are available in connection with this award of Restricted Stock and shall deliver a copy of any such election to the Company upon or prior to the filing such election with the Internal Revenue Service (as applicable). The Company and Grantee agree to report the value of the Restricted Stock in a consistent manner for U.S. federal income tax purposes.
(c) Xxxxxxx acknowledges that Xxxxxxx will consult with his or her personal tax advisor regarding the Tax-Related Items that arise in connection with this Agreement. Grantee is relying solely on such advisor and is not relying in any part on any statement or representation of the Company or any of its agents. The Company shall not be responsible for withholding any Tax-Related Items, unless required by applicable law. If and to the extent required by applicable law, the Company may take such action as it deems appropriate to ensure that all Tax-Related Items are withheld or collected from Grantee and Grantee agrees to make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items. In this regard, Xxxxxxx authorizes the Company to satisfy any applicable withholding obligations with regard to all Tax-Related Items by canceling (in whole or in part) a number of Shares of Restricted Stock having a fair market value not less than the amount of the Tax-Related...
