Tax Withholding Amount Sample Clauses

Tax Withholding Amount. The Parties agree and acknowledge that Five Million Two Hundred Eight Thousand Dollars ($5,280,000) of the Purchase Price (the “Tax Withhold Amount”) shall be paid to Garfunkel, Wild & Xxxxxx, P.C., as escrow agent (the “Tax Withhold Escrow Agent”), who shall hold the Tax Withhold Amount in escrow until directed by Buyer, in its sole discretion, to distribute such amount, all in accordance with the terms of an escrow agreement between Buyer and the Tax Withhold Escrow Agent. Notwithstanding anything herein to the contrary, the Sellers shall not be liable for any acts or omissions relating to the escrow account by the Tax Withhold Escrow Agent or otherwise. The Buyer and Sellers agree and acknowledge that the Tax Withhold Amount is being withheld for the payment of Taxes by the PCs in accordance with Sellers’ direction to the Buyer to pay $8,824,483.52 of the Purchase Price to XX Xxxxxx Xxxxx & Co. with respect to the commercial Indebtedness of the PCs owed to XX Xxxxxx Chase & Co., as stated on Schedule 2(d)(ii) of the Disclosure Schedules and the tax effect to the PC’s in connection with the forgiveness of $500,000 of PC debt to the Management Companies which forgiveness occurred immediately prior to Closing (collectively, the “PC Debt Payoff and Forgiveness”). In the event that the Tax Liabilities for the PC’s for 2006 in connection with the PC Debt Payoff and Forgiveness is less than $5,280,000, the Buyer shall promptly pay to Xx. Xxxxx fifty percent (50%) of the difference of the Tax Withhold Amount and the actual taxes as a result of such PC Debt Payoff and Forgiveness. Xx. Xxxxx shall be entitled to review any and all 2006 PC tax returns and back-up documentation in connection therewith.
Sample 1
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Related to Tax Withholding Amount

  • Tax Withholding Withholding Advances (a) Each Member agrees to furnish the Company with any representations and forms as shall be reasonably requested by the Board to assist it in determining the extent of, and in fulfilling, any withholding obligations it may have.

  • Tax Withholdings The Company shall withhold from all payments hereunder all applicable taxes that it is required to withhold with respect to payments and benefits provided under this Agreement.

  • Tax Withholding The Company shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.

  • 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.

  • Tax Withholding Obligations (a) The Grantee agrees as a condition of this grant to make acceptable arrangements to pay any withholding or other taxes that may be due as a result of vesting in Performance Stock Units or the Grantee’s acquisition of Shares under this grant. In the event that the Company determines that any tax or withholding payment is required relating to this grant under applicable laws, the Company will have the right to: (i) require that the Grantee arrange such payments to the Company, or (ii) cause an immediate forfeiture of Shares subject to the Performance Stock Units granted pursuant to this Agreement with a Fair Market Value on the date of forfeiture equal to the withholding or other taxes due. In addition, in the Company’s sole discretion and consistent with the Company’s rules (including, but not limited to, compliance with the Company’s Policy on Inside Information and Xxxxxxx Xxxxxxx) and regulations, the Company may permit the Grantee to pay the withholding or other taxes due as a result of the vesting of the Grantee’s Performance Stock Units by delivery (on a form acceptable to the Committee or Company) of an irrevocable direction to a licensed securities broker selected by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of the withholding or other taxes. If the Grantee delivers to the Company Shares already owned by the Grantee as payment for any withholding or other tax obligations, (i) only a whole number of Shares (and not fractional Shares) may be delivered and (ii) Shares must be delivered to the Company free and clear of any liens of any kind. Delivery for this purpose may, at the election of the Grantee, be made either by (A) physical delivery of the certificate(s) for all such Shares tendered in payment of the withholding or other tax obligations, accompanied by duly executed instruments of transfer in a form acceptable to the Company, or (B) direction to the Grantee’s broker to transfer, by book entry, such Shares from a brokerage account of the Grantee to a brokerage account specified by the Company. If Shares are withheld from the Grantee to pay any withholding or other tax obligations, only a whole number of Shares (and not fractional shares) will be withheld in payment.

  • Income Tax Withholding The Company may withhold from any payments made under this Agreement all federal, state, city or other taxes as shall be required pursuant to any law or governmental regulation or ruling.

  • Withholding; Tax Payments (a) The General Partner may treat taxes paid by the Partnership on behalf of, all or less than all of the Partners, either as a distribution of cash to such Partners or as a general expense of the Partnership, as determined appropriate under the circumstances by the General Partner.

  • Withholding Taxes The Company may withhold from any amounts payable under this Agreement such Federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

  • Withholding, Etc The payment of any Salary and bonus hereunder shall be subject to applicable withholding and payroll taxes, and such other deductions as may be required by law or the Company's employee benefit plans.

  • Withholding Obligations (a) At the time you exercise your option, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of your option.

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