Common use of Tax-Related Items Clause in Contracts

Tax-Related Items. Without limiting the effect of Section 6 of the Award Agreement, you hereby agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or (if different) the Employer or by Her Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also hereby agree to indemnify and keep indemnified the Company and (if different) your Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority). Notwithstanding the foregoing, if you are a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the terms of the immediately foregoing provision will not apply. In the event that you are a director or executive officer of the Company and the income tax is not collected from or paid by you within ninety (90) days after the U.K. tax year in which an event giving rise to the indemnification described above occurs, the amount of any uncollected tax may constitute a benefit to you on which additional income tax and national insurance contributions (“NICs”) may be payable. You acknowledge that you ultimately will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime, and the Employer will hold you liable for the amount of any employee NICs due on this additional benefit, which the Company or the Employer may recover from you at any time thereafter by any of the means referred to in Section 6 of the Award Agreement.

Tax-Related Items. Without limiting the effect of Section 6 of the Award Agreement, you hereby agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or (if different) the Employer or by Her Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also hereby agree to indemnify and keep indemnified the Company and (if different) your the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority). Notwithstanding the foregoing, if you are a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the terms of the immediately foregoing provision will not apply. In the event that you are a director or executive officer of the Company and the income tax is not collected from or paid by you within ninety (90) days after the U.K. tax year in which an event giving rise to the indemnification described above occurs, the amount of any uncollected tax may constitute a benefit to you on which additional income tax and national insurance contributions (“NICs”) may be payable. You acknowledge that you ultimately will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime, and the Employer will hold you liable for the amount of any employee NICs due on this additional benefit, which the Company or the Employer may recover from you at any time thereafter by any of the means referred to in Section 6 of the Award Agreement.

Tax-Related Items. Without limiting the effect of This provision supplements Section 6 9 of the Award Agreement, you hereby Agreement (Tax-Related Items): You agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or (or, if different) , the Employer or by Her Majesty’s Revenue & Customs (“HMRCHRMC”) (or any other tax authority or any other relevant authority). You also hereby agree to indemnify and keep indemnified the Company and (and, if different) your , the Employer against any Tax-Related Items that they are required to pay or withhold or pay, have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority)) or withhold on your behalf. Notwithstanding the foregoing, if you are a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amendedAct), the terms of the immediately foregoing provision will not apply. In the event you understand that you are a director or executive officer of may not be able to indemnify the Company and for the amount of any income tax is not collected from or paid by you within ninety (90) days after of the end of the U.K. tax year in which an the event giving rise to the indemnification described above occursTax-Related Items occurs as it may be considered to be a loan and therefore, the amount of any uncollected tax may constitute a benefit to you on which additional income tax and national insurance National Insurance contributions (“NICs”) may be payable. You acknowledge that you ultimately will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regimeregime and for reimbursing the Company or the Employer, and the Employer will hold you liable as applicable, for the amount value of any employee NICs due on this additional benefit, which may be recovered by the Company or the Employer may recover from you at any time thereafter by any of the means referred to in Section 6 of the Award AgreementAgreement or the Plan.

Tax-Related Items. Without limiting the effect of Section 6 10 of the Award Agreement, you the Participant hereby agree agrees that you are the Participant is liable for all Tax-Related Items and hereby covenant covenants to pay all such Tax-Related Items, as and when requested by the Company or (if different) the Employer or by Her Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). You The Participant also hereby agree agrees to indemnify and keep indemnified the Company and (if different) your the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on your the Participant’s behalf to HMRC (or any other tax authority or any other relevant authority). Notwithstanding the foregoing, if you are the Participant is a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the terms of the immediately foregoing provision will not apply. In the event that you are the Participant is a director or executive officer of the Company and the income tax is not collected from or paid by you the Participant within ninety (90) days after the U.K. tax year in which an event giving rise to the indemnification described above occurs, the amount of any uncollected tax may constitute a benefit to you the Participant on which additional income tax and national insurance contributions (“NICs”) may be payable. You acknowledge The Participant acknowledges that you the Participant ultimately will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime, and the Employer will hold you the Participant liable for the amount of any employee NICs due on this additional benefit, which the Company or the Employer may recover from you the Participant at any time thereafter by any of the means referred to in Section 6 9 of the Award Agreement.