Tax, Withholding Matters. Any Key Employee or other person receiving Company common shares in connection with a Final Award shall provide for the satisfaction of all applicable federal, state and local withholding taxes and assessments arising in respect of such issuance and transfer of shares; the amount of such withholding taxes and assessments shall be determined by the Company, acting in its sole discretion (the “Total Withholding”). Upon request, the Company shall provide Key Employee with the information needed to determine the Total Withholding. At the Company’s discretion, the Total Withholding shall be paid with cash or check, or with a surrender of Company common shares having a fair market value on the date of transfer equal to that portion of the Total Withholding for which payment in cash or check is not made. The Committee may, in its sole discretion, specify other methods for transferring Company common shares in satisfaction of Final Awards, but any such specification shall only be made in writing.
Tax, Withholding Matters. Each Party hereby acknowledges that it believes that under the provisions of any Applicable Law, payments to the Vendors under this Agreement by the Purchaser Parties will not be subject to withholding Taxes. To the extent any Party becomes aware that payments under this Agreement may be subject to withholding Taxes, it shall promptly notify the other Parties and the Parties shall cooperate in good faith to minimize or eliminate the amount of any such withholding. Notwithstanding anything herein to the contrary, the Parties shall be entitled to, from time to time and in accordance with Applicable Law, deduct and withhold from the amounts payable pursuant to this Agreement (including but not limited to the Cash Purchase Price) to any Person such amounts as the Parties reasonably determine in good faith are required to be deducted and withheld from such Person with respect to the making of such payment under Applicable Law. To the extent that amounts are so deducted or withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding was made.
Tax, Withholding Matters. Any Key Employee or other person receiving Company common shares in connection with a Final Award shall provide for the satisfaction of all applicable federal, state and local withholding taxes and assessments arising in respect of such issuance and transfer of shares; the amount of such withholding taxes and assessments shall be determined by the Company, acting in its sole discretion (the "Total Withholding"). Upon request, the Company shall provide Key Employee with the information needed to determine the Total Withholding. At the Company's discretion, the Total Withholding shall be paid with cash or check, or with a surrender of Company common shares having a fair market value on the date of transfer equal to that portion of the Total Withholding for which payment in cash or check is not made. The Committee may, in its sole discretion, specify other methods for transferring Company common shares in satisfaction of Final Awards, but any such specification shall only be made in writing.
Tax, Withholding Matters. In the event that Performance Units are to be settled in Common Stock, the Company shall retain (i.e., not issue) a number of shares of Common Stock as of the date of settlement having a value equal to the income and employment taxes required to be withheld thereon and shall remit cash to the applicable taxing authorities equal to the value of such retained shares; provided, that, if this method of withholding results in a Valid Liquidity Concern, the parties shall cooperate reasonably and in good faith to timely satisfy such withholding obligations in another manner that is mutually agreed.
