Common use of Responsibility for Taxes & Withholding Clause in Contracts

Responsibility for Taxes & Withholding. (i) You agree that you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you (including any taxes and penalties arising under section 409A of the Code) as a result of your receipt and the vesting of Restricted Shares hereunder, and neither SC LLC, SC Inc., Management LLC, Xxxxxx, Xxxx nor any of their Affiliates nor any of their respective employees, directors, or agents shall have any obligation to mitigate, indemnify, or to otherwise hold you harmless from any or all of such taxes. (ii) Notwithstanding any other provision hereof, concurrently with any income tax recognition event by you in respect of your Restricted Shares, you shall pay to SC Inc. an amount in cash equal to the amount of the minimum statutory withholding or your share of other taxes payable by SC Inc. with respect to such income tax recognition event. To the extent that you fail to pay such amount to SC Inc., SC Inc. shall be entitled to, and you hereby irrevocably authorize SC Inc. to, and SC Inc. shall, cause the certificates representing a number of Restricted Shares registered in your name having a then fair market value equal to the amount (not to exceed the minimum statutory withholding amounts) you so failed to pay to SC Inc. to be cancelled and to be reissued to SC Inc. as treasury shares. (iii) If and to the extent that SC Inc. shall be required to and does withhold any amount in respect of any such income tax recognition event any amounts owed to you by SC Inc. or any of its Affiliates, you shall be deemed for all purposes hereof to have received a payment from SC Inc. as of the time of such withholding or the time tax is required to be paid, as applicable. To the extent that the aggregate amount that SC Inc. is so required to withhold for any period exceeds the amount of any payments to which you are entitled for that period, you shall make a prompt payment to SC Inc. of the amount of such excess. (iv) You shall, to the fullest extent permitted by applicable law, indemnify and hold harmless SC Inc. and each Person who is or who is deemed to be the responsible withholding agent for SC Inc. for federal, state or local income tax purposes against all claims, liabilities and expenses of any kind (other than any claims, liabilities and expenses in the nature of penalties and accrued interest thereon that result solely from such Person’s fraud, willful misfeasance or gross negligence) relating to such Person’s obligation to withhold and to pay over, or otherwise pay, any withholding or your share of other taxes payable by the Company in respect of your Restricted Shares.

Responsibility for Taxes & Withholding. (i) You agree that you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you (including any taxes and penalties arising under section 409A of the Code) as a result of your receipt and the vesting of Restricted Shares hereunder, and neither SC LLC, SC Inc., Management LLC, Xxxxxx, Xxxx Rice nor any of their Affiliates nor any of their respective employees, directors, or agents shall have any obligation to mitigate, indemnify, or to otherwise hold you harmless from any or all of such taxes. (ii) Notwithstanding any other provision hereof, concurrently with any income tax recognition event by you in respect of your Restricted Shares, you shall pay to SC Inc. an amount in cash equal to the amount of the minimum statutory withholding or your share of other taxes payable by SC Inc. with respect to such income tax recognition event. To the extent that you fail to pay such amount to SC Inc., SC Inc. shall be entitled to, and you hereby irrevocably authorize SC Inc. to, and SC Inc. shall, cause the certificates representing a number of Restricted Shares registered in your name having a then fair market value equal to the amount (not to exceed the minimum statutory withholding amounts) you so failed to pay to SC Inc. to be cancelled and to be reissued to SC Inc. as treasury shares. (iii) If and to the extent that SC Inc. shall be required to and does withhold any amount in respect of any such income tax recognition event any amounts owed to you by SC Inc. or any of its Affiliates, you shall be deemed for all purposes hereof to have received a payment from SC Inc. as of the time of such withholding or the time tax is required to be paid, as applicable. To the extent that the aggregate amount that SC Inc. is so required to withhold for any period exceeds the amount of any payments to which you are entitled for that period, you shall make a prompt payment to SC Inc. of the amount of such excess. (iv) You shall, to the fullest extent permitted by applicable law, indemnify and hold harmless SC Inc. and each Person who is or who is deemed to be the responsible withholding agent for SC Inc. for federal, state or local income tax purposes against all claims, liabilities and expenses of any kind (other than any claims, liabilities and expenses in the nature of penalties and accrued interest thereon that result solely from such Person’s fraud, willful misfeasance or gross negligence) relating to such Person’s obligation to withhold and to pay over, or otherwise pay, any withholding or your share of other taxes payable by the Company in respect of your Restricted Shares.