Tax Treatment; Withholding Sample Clauses

Tax Treatment; Withholding. (a) The Issuer has entered into this Indenture, and the Notes will be issued, with the intention that, for federal, State and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness secured by the Collateral, and, unless otherwise required by Applicable Law, each Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance of an interest in the applicable Book-Entry Note) agree that, by acquiring any Note or interest therein, that it will not take a position contrary to such treatment. The Issuer, by entering into this Indenture agrees solely for federal, State and local income, single business and franchise tax purposes, (i) to treat the Notes as indebtedness secured by the Collateral and (ii) not to treat the Issuer as an association (or publicly-traded partnership) taxable as a corporation, in each case, unless such treatment has been determined to be contrary to Applicable Law by a decision, judgment, decree or other order by any court of competent jurisdiction, which decision, judgment, decree or other order is final and binding after all appeals allowed by Applicable Law. (b) In the event that any withholding tax is imposed on payments to a Noteholder, such tax shall reduce the amount otherwise distributable to such Noteholder in accordance with this Section. The Indenture Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax, including FATCA Withholding Tax, that is legally owed with respect to such payment (but such authorization shall not prevent the Indenture Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by Applicable Law, pending the outcome of such proceedings; provided, however, the Indenture Trustee or the Paying Agent shall not be required to contest any tax). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Indenture Trustee or the Paying Agent and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a payment (such as a payment to a non U.S. Noteholder), the Indenture Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph with no liability therefor....
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Tax Treatment; Withholding. (a) To the extent this Agreement imposes obligations upon Vine Holdings, this Agreement shall be treated as part of the Vine Holdings LLC Agreement as described in Section 761(c) of the Code and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations. (b) Each of the Issuer, Vine Holdings and their agents and affiliates shall have the right to deduct and withhold from any consideration payable or otherwise deliverable upon an Exchange such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of applicable law, and to the extent deduction and withholding is required, such deduction and withholding may be taken in Class A Common Stock; provided that the Issuer may allow an exchanging Investment Entity to pay such taxes owed on an Exchange in cash in lieu of the Issuer withholding or deducting such Class A Common Stock. Prior to making such deduction or withholding, the Issuer, Vine Holdings or the applicable agent or affiliate shall give written notice to the Investment Entity effecting such Exchange and reasonably cooperate with such Investment Entity to reduce or avoid any such deduction or withholding. To the extent such amounts are so deducted or withheld and paid over to the relevant governmental authority, such amounts shall be treated for all purposes under this Agreement as having been paid to the applicable Investment Entity, and, if withholding is taken in Class A Common Stock, the relevant withholding party shall be treated as having sold such Class A Common Stock on behalf of such Investment Entity for an amount of cash equal to the fair market value thereof at the time of such deemed sale and paid such cash proceeds to the relevant governmental authority.
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Tax Treatment; Withholding. The parties agree that the Warrant shall be treated as equity of the Company for U.S. federal income tax purposes. The Company shall be entitled to deduct and withhold any taxes required to be deducted and withheld under applicable law with respect to payments made pursuant to the Warrant and any such withheld amounts shall be treated as if paid to the holder of the Warrant.
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Tax Treatment; Withholding. (a) Grantee acknowledges that the Company has recommended that the Grantee consult a qualified tax advisor regarding the tax consequences to Grantee of the receipt and vesting of any Restricted Stock Unit. (b) Grantee shall, no later than the date as of which the value of any Vested Share first becomes includable in the gross income of the Grantee for United States federal income tax purposes, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of any United States federal, state, local and/or payroll taxes of any kind required by law to be withheld with respect to such income. The Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the participant. (c) Grantee may elect to have such tax withholding obligation satisfied, in whole or in part, by (i) authorizing the Company to withhold from the Vested Shares a number of shares with an aggregate Fair Market Value (as defined in the Plan, and determined of the date the withholding is effected) not greater than that which would satisfy the minimum statutory withholding amount due with respect to such Award, or (ii) delivering to the Company a number of Shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due.
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Tax Treatment; Withholding. To the extent that any portion of the --------------------------- Additional Consideration may be treated as compensation for services under Section 61(a) of the Code, AVT will be entitled to deduct and withhold from the Additional Consideration such amounts as AVT may be required to deduct and withhold with respect to the making of such payments under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld, such amounts will be treated for all purposes of this Agreement as having been paid to the Class A Holder in respect of whom such deduction and withholding were made by AVT.
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Tax Treatment; Withholding. The Company agrees, and by acceptance of a Debenture or a beneficial interest in a Debenture each Holder of a Debenture and any Person acquiring a beneficial interest in a Debenture agrees, to treat the Debentures as indebtedness for United States federal income tax purposes. Prior to the date hereof, the Trustee will provide to the Company an accurate, complete and original signed Internal Revenue Service Form W-9. The Company (or its agent or any intermediary) is permitted to withhold on any payments under this Second Supplemental Indenture any present or future taxes, duties, assessments, fees or other governmental charges as required by law. If any such withholding is required, each recipient shall be treated for all purposes of this Second Supplemental Indenture as if it had received the entire payment without such withholding.
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Tax Treatment; Withholding. The Company, except as required by applicable law, is under no obligation to calculate or compute the Investor’s reportable interest income for federal, state or any other tax purposes, and each investor is urged to and hereby agrees to consult with the Investor’s own tax advisors regarding its tax reporting and payment obligations. The Investor hereby acknowledges and agrees that the Company may withhold any amounts required with respect to any payments to comply with any applicable federal, state, or local tax laws.
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Tax Treatment; Withholding a. This Award is intended to be exempt from the requirements of Section 409A of the Code and should be interpreted accordingly. Nonetheless, the Company does not guaranty the tax treatment of this Award. b. The Company reserves the right to withhold, in accordance with any applicable laws, from any consideration payable or property transferable to Grantee any taxes required to be withheld by federal, state or local law as a result of the grant, vesting or settlement of this Award.
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Related to Tax Treatment; Withholding

  • Tax Treatment If any interest in any Loan Document is transferred to any Transferee which is organized under the laws of any jurisdiction other than the United States or any State thereof, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, to comply with the provisions of Section 3.5(iv).

  • Income Tax Treatment Employee and the Company acknowledge that it is the intention of the Company to deduct all amounts paid under Section 2 hereof as ordinary and necessary business expenses for income tax purposes. Employee agrees and represents that he will treat all such amounts as required pursuant to all applicable tax laws and regulations, and should he fail to report such amounts as required, he will indemnify and hold the Company harmless from and against any and all taxes, penalties, interest, costs and expenses, including reasonable attorneys' and accounting fees and costs, which are incurred by Company directly or indirectly as a result thereof.

  • Income Tax Withholding You must indicate on distribution requests whether or not federal tax should be withheld. Distribution requests without a federal withholding statement require the Custodian to withhold federal tax in accordance with IRS regulations. State withholding may also apply for distribution requests received without a withholding statement.

  • Intended Tax Treatment Notwithstanding anything to the contrary herein or in any other Transaction Document, all parties to this Agreement covenant and agree to treat each Loan under this Agreement as debt (and all Interest as interest) for all federal, state, local and franchise tax purposes and agree not to take any position on any tax return inconsistent with the foregoing.

  • FATCA Withholding The Trust represents, warrants and covenants to the Indenture Trustee and the Note Paying Agent that, (i) to the best of the Trust’s knowledge, the Indenture Trustee, Note Registrar and Note Paying Agent are not obligated in respect of any payments to be made by the Trust pursuant to this Indenture, to make any withholding or deduction pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations or agreements thereunder or official interpretations thereof (“FATCA Withholding Tax”), provided such parties have obtained the requisite information about the Noteholders; (ii) the Noteholders are required to provide information sufficient to eliminate the imposition of, or determine the amount of, FATCA Withholding Tax (the “FATCA Information”) to the Trust and the Indenture Trustee, (iii) the Trust shall comply with all requirements of the Code with respect to the withholding from any payment made by it on any Note of any applicable FATCA Withholding Tax imposed thereon and with respect to any applicable reporting requirement in connection therewith; and (iv) to the extent the Trust determines that FATCA Withholding Tax is applicable, it will promptly notify the Note Paying Agent of such fact. To the extent the Trust has the Noteholders’ information, the Trust will provide the FATCA Information to the Indenture Trustee, the Note Registrar and the Note Paying Agent upon request. Each holder of a Note or an interest therein, by acceptance of such Note or such interest in such Note, will be deemed to have agreed to provide the Trust, the Indenture Trustee, the Note Registrar and the Note Paying Agent with the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the FATCA Information. In addition, each holder of a Note will be deemed to understand that the Note Paying Agent has the right to withhold interest payable with respect to the Note (without any corresponding gross-up) on any beneficial owner of an interest in a Note that fails to comply with the foregoing requirements.

  • Backup Withholding Federal law requires, for U.S. persons, a specified percentage of reportable interest, dividends, and proceeds from the sale of securities be withheld, unless you furnish a correct taxpayer identification number. To avoid this “backup withholding” complete and return the New Account Application, which includes the substitute W-9 Form, certifying that the taxpayer number you are furnishing is correct and that you are not subject to backup withholding. For most individuals, your taxpayer identification number and Social Security number are the same. Foreign persons claiming foreign status must complete the IRS W-8BEN Form (for joint foreign accounts, each owner submits a W-8BEN).

  • Federal Income Tax Treatment It is the intention of the Trust Depositor that the Trust be disregarded as a separate entity for federal income tax purposes pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii) as in effect for periods after January 1, 1997. The Equity Certificate constitutes the sole equity interest in the Trust and must at all times be held by either the Trust Depositor or its transferee as sole Owner. The Trust Depositor agrees not to take any action inconsistent with such intended federal income tax treatment. Because for federal income tax purposes the Trust will be disregarded as a separate entity, Trust items of income, gain, loss and deduction for any month as determined for federal income tax purposes shall be allocated entirely to the Owner; provided, that this sentence shall not limit or otherwise affect the provisions of the Transaction Documents pertaining to distributions of Trust Assets or proceeds thereof to Persons other than the Trust Depositor.

  • Federal Income Tax Withholding The Bank may withhold all federal and state income or other taxes from any benefit payable under this Agreement as shall be required pursuant to any law or governmental regulation or ruling.

  • Xxx Withholding Notwithstanding any other provision of this Agreement, the Company may withhold from amounts payable under this Agreement all federal, state, local and foreign taxes that are required to be withheld by applicable laws or regulations.

  • Taxes; Withholding If any tax or other governmental charge shall become payable by or on behalf of the Custodian or the Depositary with respect to this ADR, any Deposited Securities represented by the ADSs evidenced hereby or any distribution thereon, such tax or other governmental charge shall be paid by the Holder hereof to the Depositary. The Depositary may refuse to effect any registration, registration of transfer, split-up or combination hereof or, subject to the first sentence of Paragraph (2), any withdrawal of such Deposited Securities until such payment is made. The Depositary may also deduct from any distributions on or in respect of Deposited Securities, or may sell by public or private sale for the account of the Holder hereof any part or all of such Deposited Securities (after attempting by reasonable means to notify the Holder hereof prior to such sale), and may apply such deduction or the proceeds of any such sale in payment of such tax or other governmental charge, the Holder and Beneficial Owner hereof remaining liable for any deficiency, and, if appropriate, shall reduce the number of ADSs evidenced hereby to reflect any such sales of Shares and shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such tax or other governmental charge to the Holder hereof. In connection with any distribution to Holders, the Company will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Company; and the Depositary and the Custodian will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Depositary or the Custodian. If the Depositary determines that any distribution in property other than cash (including Shares or rights) on Deposited Securities is subject to any tax that the Depositary or the Custodian is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the Holders entitled thereto.

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