Taxes and Indemnification. Employee agrees to pay all taxes (other than Company’s share of payroll taxes) found to be owed based upon the Consideration provided to Employee under this Agreement and to indemnify and hold the Company harmless for any federal, state and local tax liability (including taxes, interest, penalties or the like, and required withholdings), which may be asserted against or imposed upon the Released Parties by any taxing authority related to such Consideration due to Employee’s non-payment of taxes for which Employee is legally responsible. Employee understands and agrees that the Company may file any necessary tax documentation regarding the Consideration provided to Employee under this Agreement. Employee and the Company acknowledge that nothing herein constitutes tax advice to the other Party.
Taxes and Indemnification. Employee agrees to pay any and all taxes (other than payroll taxes) found to be owed from the Severance Package or other payments made pursuant to this Agreement and to indemnify and hold ViewRay harmless for any federal, state and local tax liability, including taxes, interest, penalties or the like, and required withholdings, which may be or is asserted against or imposed upon the Released Parties by any taxing authority based upon any amounts paid to Employee as a result of Employee's non-payment of taxes of such amounts for which Employee is legally responsible. Employee understands and agrees that any necessary tax documentation may be filed by ViewRay with regard to any payments made pursuant to this Agreement. Employee and ViewRay acknowledge that nothing herein shall constitute tax advice to the other Party.
Taxes and Indemnification. Executive agrees to pay all taxes (other than payroll taxes) found to be owed based upon the Separation Benefits provided to Executive under this Agreement and to indemnify and hold the Company harmless for any federal, state and local tax liability (including taxes, interest, penalties or the like, and required withholdings), which may be asserted against or imposed upon the Released Parties by any taxing authority related to such consideration due to Executive's non-payment of taxes for which Executive is legally responsible. Executive understands and agrees that the Company may file any necessary tax documentation regarding the Separation Benefits provided to Executive under this Agreement. Executive and the Company acknowledge that nothing herein constitutes tax advice to the other Party.
Taxes and Indemnification. A. Purchaser and Seller shall cooperate and use reasonable efforts to minimize or avoid the imposition of any sales or other taxes on the sale, delivery and transfer of title to the Equipment. Notwithstanding the foregoing, Seller agrees to pay promptly when due, and will indemnify and hold Purchaser harmless from any and all fees (including, without limitation, license, registration and recording fees and assessments), taxes (including, without limitation, gross receipts, income, sales, rental, use, turnover, value added, property (tangible or intangible), excise and stamp taxes), levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever, together with any and all penalties, fines, additions to tax and interest thereon or computed by reference thereto (except taxes levied or assessed against Purchaser based upon gross receipts or net income or taxes imposed upon Purchaser for the privilege of doing business or exercising a franchise) arising out of the sale, purchase and delivery of the Equipment, in any manner levied, assessed or imposed by any government or subdivision or agency thereof having jurisdiction.
B. Purchaser hereby agrees to indemnify, protect, save and keep harmless Seller and Seller's officers, directors, employees, agents, affiliates, successors and assigns (each, an "Indemnitee") from and against, and on written demand to pay, or to reimburse each Indemnitee for the payment of, any and all liabilities, obligations, losses, damages, penalties, claims (including, without limitation, claims arising out of negligence or involving strict liability in tort), suits, actions, costs, expenses and disbursements (including, without limitation, reasonable legal fees, costs and related expenses), of whatsoever kind and nature ("Expenses") imposed on, incurred by or asserted against any Indemnitee after the Delivery Date relating to or arising directly or indirectly out of or in any way connected with the ownership, possession, control, use, operation, sale, leasing or other application or disposition of the Equipment or any part thereof or interest therein after the Delivery Date, whether by Purchaser, Purchaser's customer or any other person; provided, however, that such Expenses are not judicially determined to have been attributable to such Indemnitee's gross negligence or willful misconduct or the breach by Seller of any express warranty, representation or obligation of Seller hereunder. The obligations contained in t...
Taxes and Indemnification. (a) The amounts payable pursuant to this Agreement are intended to be compensation that complies with the requirements of and therefore is not subject to the tax imposed by Section 409A of the Code, and this Agreement shall be limited, construed, interpreted and administered in accordance with such intent, and the Company reserves the right to amend this Agreement if it determines such to be necessary or appropriate in order to comply with the requirements of Section 409A of the Code.
(b) In the event that any portion of the Net Appreciation and SAR Earnings (for purposes of this Article IX, collectively the "Covered Payments"), are or become subject to the interest and additional tax (for purposes of this Article IX, collectively, the "409A Tax") imposed under Section 409A(a)(1)(B) of the Internal Revenue Code (the “Code”), the Company shall pay to the Grantee, at the time specified below, an additional amount (the "409A Tax Reimbursement Payment") equal to the sum of (i) the 409A Tax, plus (ii) all federal, state and local income taxes on the entire 409A Tax Reimbursement Payment. Without limiting the generality of the forgoing, the parties agree that the purpose of this Article IX is to ensure that the Grantee will not have to pay any amount from his personal funds as the result of the imposition of a 409A Tax and the income taxes related to the payment of this Indemnification, and this Article IX shall be interpreted in a manner consistent with this intent.
(c) The Grantee shall notify the Company in writing of any claim by the Internal Revenue Service relating to the possible application of the 409A Tax to any of the Covered Payments, and shall afford the Company, at its expense, the opportunity to control the defense of such claim.
(d) The 409A Tax Reimbursement Payment shall be made promptly after the 409A Tax has been assessed by the Internal Revenue Service or other taxing authority and paid by the Grantee and in no event later than the end of the year following the year in which Grantee remits the tax to the taxing authority; provided, however, without limiting the generality of the foregoing, that if the Company chooses in its sole discretion to contest the assessment of the 409A Tax, then such payment shall be made promptly after a court of competent authority determines that such 409A Tax is due and owing by the Grantee and in no event later than the end of the year following the year in which Xxxxxxx remits the tax to the taxing authority.
(e...
Taxes and Indemnification. Executive agrees to pay any and all taxes (other than BurgerFi’s share of payroll taxes) found to be owed from the Stock Grant and to indemnify and hold BurgerFi harmless for any federal, state and local tax liability, including taxes, interest, penalties or the like, and required withholdings, which may be or are asserted against or imposed upon the Releasees by any taxing authority as a result of Executive’s non-payment of taxes for which Executive is legally responsible. Executive understands and agrees that any necessary tax documentation, such as IRS Form W-2s, may be filed by BurgerFi with regard to monies or other compensation paid under this Agreement. Executive and BurgerFi acknowledge that nothing herein shall constitute tax advice to the other party.
Taxes and Indemnification. Employee agrees to pay all taxes (other than payroll taxes) found to be owed based upon the Severance Benefits provided to or on behalf of Employee under this Agreement and to indemnify and hold the Company harmless for any federal, state and local tax liability (including taxes, interest, penalties or the like, and required withholdings), which may be asserted against or imposed upon the Company by any taxing authority related to such Severance Benefits due to Employee’s non-payment of taxes for which Employee is legally responsible. Employee understands and agrees that the Company may file any necessary tax documentation regarding the Severance Benefits provided to or on behalf of Employee under this Agreement. Employee and the Company acknowledge that nothing herein constitutes tax advice to the other Party.
Taxes and Indemnification. Executive agrees to pay any and all taxes (other than GEO’s share of payroll taxes) found to be owed from the Termination Payments and to indemnify and hold GEO harmless for any federal, state and local tax liability, including taxes, interest, penalties or the like, and required withholdings, which may be or are asserted against or imposed upon the Releasees by any taxing authority as a result of Executive’s non-payment of taxes for which Executive is legally responsible. Executive understands and agrees that any necessary tax documentation, such as IRS Form W-2s, may be filed by GEO with regard to monies paid under this Agreement. Executive and GEO acknowledge that nothing herein shall constitute tax advice to the other party.
Taxes and Indemnification. For tax reporting purposes, Adex, shall report 50% of the settlement payments made to Plaintiffs as statutory employee earnings on a Form W-2 for statutory employees, which represents payment for alleged back pay and/or overtime due under the FLSA and shall report the remaining 50% on Form 1099 as non-payroll payments of liquidated damages owed under the FLSA. Plaintiffs will be responsible for reporting such amounts on their tax returns as required by law and pay any applicable taxes on such amounts. Plaintiffs agree to indemnify and hold Adex harmless from any and all liability that may result from, or arise in connection with, their failure to file and pay such taxes on any amounts received pursuant to this settlement except that Adex shall be responsible for the employer portion of any payroll taxes.
Taxes and Indemnification. In the event that the Company is required to make any payment or withhold any sum pursuant to applicable tax laws of any relevant jurisdiction including but not limited to any payment of value added tax according to the “reverse charge” mechanism (the “Tax Payment”), such Tax Payment may be deducted from the Consulting Fee by the Company. The Consultant hereby undertakes to indemnify and hold harmless the Company against and in respect of any taxes or other fees, which the Company may be required to pay to government authorities on behalf of Consultant as a result of the relationship of the parties hereunder, including without limitation, Income Tax, National Insurance and Health Insurance contributions.
