Tax and Withholding Matters Sample Clauses

Tax and Withholding Matters. Under current federal income tax laws, upon exercise of the Option you may recognize compensation income equal to the amount (if any) by which the fair market value (on the date of exercise) of the Shares acquired upon such exercise exceeds the purchase price paid for such Shares. You will be notified by the Corporation of the amount of any state and local income taxes and employment taxes required to be withheld by the Corporation on any compensation income resulting from the exercise of the Option, and the Corporation in its sole discretion may require you to provide the funds necessary to satisfy such withholding obligation or may provide such funds on your behalf, subject to your obligation, which you hereby assume, to reimburse the Corporation for the amount (or portion of the amount) so withheld.
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Tax and Withholding Matters. (a) Notwithstanding any other --------------------------- provision of this Agreement, the Purchase Price includes all applicable sales and similar taxes (but not real property transfer taxes) imposed by the State of Nevada as the result of the transaction ("Included Taxes"). Buyer shall bear all real estate transfer taxes. At the Closing, Seller shall deliver to Buyer a receipt for Buyer's payment of Included Taxes, and a separate closing certificate setting forth Seller's calculation of the purchase price for that portion of the Purchased Assets with respect to which Included Taxes are anticipated by Seller to be due, as well as Seller's calculation, in the exercise of reasonable judgment, of the amount of those Included Taxes. Seller shall also include in this certificate its unqualified representation, warranty and covenant, which shall survive Closing notwithstanding any other provision of this Agreement, that the amount of taxes so established is in fact the entire and correct amount of Included Taxes. Seller is aware that, because of Seller's familiarity with the Purchased Assets and their previous treatment for tax, accounting and other purposes, Buyer is relying on Seller's calculation of such Included Taxes. Seller shall, as provided by the laws of the State of Nevada, pay over to the Nevada Department of Taxation the Included Taxes. To the extent, if any, that the State of Nevada requires payment of Included Taxes in an amount higher than that certified by Seller, after all opportunity for challenge or rehearing or appeal has been exhausted (provided that Seller bears the costs thereof as incurred), Seller -------- shall immediately adjust its books, nunc pro tunc, by decreasing the purchase price of the Purchased Assets by an amount equal to such additional Included Taxes, which amount shall constitute Included Taxes collected by Seller from Buyer. Seller shall then deliver to Buyer a corrected receipt for payment of Included Taxes and remit to the Nevada Department of Taxation the additional Included Taxes due. The foregoing is in addition to Buyer's right to recover damages for breach of Seller's representation, warranty and covenant in an amount equal to any Included Taxes required to be paid by Buyer (after exhausting all opportunity for appeal or rehearing, provided that Seller bears -------- the costs thereof as incurred). Seller represents and warrants that this Section 7.9(a) is enforceable (which representation and warranty shall survi...
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Tax and Withholding Matters. The Executive agrees that the Company and the Partnership, as applicable, may withhold from any amounts or benefits payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.
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Tax and Withholding Matters. Purchaser shall have received from the Shareholders and the Warrantholders all documents it shall reasonably require to enable it to comply with any and all tax and withholding requirements in connection with the transactions contemplated hereby, including, without limitation, Forms W-8 or W-9 as applicable and all elections pursuant to Section 338 of the Internal Revenue Code or similar provisions of foreign, state or local law.
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Related to Tax and Withholding Matters

  • Deductions and Withholding The Executive agrees that the Company or its subsidiaries or affiliates, as applicable, shall withhold from any and all compensation paid to and required to be paid to the Executive pursuant to this Agreement, all Federal, state, local and/or other taxes which the Company determines are required to be withheld in accordance with applicable statutes or regulations from time to time in effect and all amounts required to be deducted in respect of the Executive's coverage under applicable employee benefit plans. For purposes of this Agreement and calculations hereunder, all such deductions and withholdings shall be deemed to have been paid to and received by the Executive.

  • Tax Consequences and Withholding No Shares will be delivered to you in settlement of vested Units unless you have made arrangements acceptable to the Company for payment of any federal, state, local or foreign withholding taxes that may be due as a result of the delivery of the Shares. You hereby authorize the Company (or any Affiliate) to withhold from payroll or other amounts payable to you any sums required to satisfy such withholding tax obligations, and otherwise agree to satisfy such obligations in accordance with the provisions of Section 14 of the Plan. You may elect to satisfy such withholding tax obligations by having the Company withhold a number of Shares that would otherwise be issued to you in settlement of the Units and that have a fair market value equal to the amount of such withholding tax obligations by notifying the Company of such election prior to the Vesting Date.

  • Tax Liability and Withholding Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting, or exercise of the Option or the subsequent sale of any shares acquired on exercise; and (b) does not commit to structure the Option to reduce or eliminate the Participant’s liability for Tax-Related Items.

  • Deductions and Withholdings All amounts payable or which become payable hereunder shall be subject to all deductions and withholding required by law.

  • Taxes and Withholding No later than the date as of which an amount first becomes includible in the gross income of the Participant for federal, state, local, foreign income, employment or other tax purposes with respect to any Restricted Stock Units, the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, all federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld with respect to such amount. The obligations of the Company under this Agreement shall be conditioned on compliance by the Participant with this Section 8, and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Participant, including deducting such amount from the delivery of Shares upon settlement of the Restricted Stock Units that gives rise to the withholding requirement.

  • Taxes and Withholdings The Employer may withhold from any amounts payable under this Agreement, including any benefits or Severance Payment, such federal, state or local taxes as may be required to be withheld pursuant to applicable law or regulations, which amounts shall be deemed to have been paid to Executive.

  • Tax Reporting and Withholding The Company (and any agent of the Company) shall report all income required to be reported, and withhold from any payment under the Agreement the amount of withholding taxes due, in the opinion of the Company in respect of such income or payment and shall take any other action as may be necessary, in the opinion of the Company, to satisfy all obligations for the reporting of such income and payment of such taxes. The Company, the Board, or any delegatee shall not be held liable for any taxes, penalties, interest, or other monetary amounts owed by Executive or other person as a result of the deferral or payment of any amounts under this Agreement or as a result of the Company’s administration of amounts subject to the Agreement, except as expressly provided herein.

  • Withholding; Tax Matters (a) The Participant acknowledges that the Corporation shall require the Participant to pay the Corporation in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by the Corporation to such authority for the account of the Participant, and the Participant agrees, as a condition to the grant of the Option and delivery of the Shares or any other benefit, to satisfy such obligations. Notwithstanding the foregoing, the Corporation may establish procedures to permit the Participant to satisfy such obligations in whole or in part, and any other local, state, federal, foreign or other income tax obligations relating to the Option, by electing (the “election”) to have the Corporation withhold shares of Common Stock from the Shares to which the Participant is entitled. The number of Shares to be withheld shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to (but not exceeding) the amount of such obligations being satisfied. Each election must be made in writing to the Administrator in accordance with election procedures established by the Administrator.

  • Payroll and Withholding Taxes All payments to be made or benefits to be provided hereunder by the Company shall be subject to applicable federal and state payroll or withholding taxes. Any Gross-Up Payment shall be made in the form of withholding taxes and shall not be paid to the Executive, but shall be sent to the IRS in the ordinary course of the Company's payroll withholding.

  • Taxes Withholding Etc (a) Payments to Be Free and Clear. All sums payable by any Credit Party hereunder and under the other Credit Documents shall (except to the extent required by law) be paid free and clear of, and without any deduction or withholding on account of, any Tax (other than a Tax on the overall net income of any Lender) imposed, levied, collected, withheld or assessed by or within the United States of America or any political subdivision in or of the United States of America or any other jurisdiction from or to which a payment is made by or on behalf of any Credit Party or by any federation or organization of which the United States of America or any such jurisdiction is a member at the time of payment.

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