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.
Appears in 4 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (British Airways PLC), Deposit Agreement (British Airways PLC)
Taxes; Withholding. If any tax or other governmental charge shall become payable by or on behalf of The Property Trustee agrees, to the Custodian or the Depositary with respect to this ADR, any Deposited Securities represented extent required by the ADSs evidenced hereby Code, and applicable federal regulations thereunder, to withhold from each payment due hereunder or under any distribution thereonTrust Securities, United States withholding taxes at the appropriate rate, and, on a timely basis, to deposit such amounts with an authorized depository and make such returns, filings and other reports in connection therewith as are required by the Code. In the event that any withholding tax is imposed on a payment to a Securityholder, such tax or other governmental charge shall be paid by reduce the Holder hereof amount otherwise distributable to the DepositarySecurityholder in accordance with this Section. The Depositary may refuse to effect any registrationAny Securityholder which is organized under the laws of a jurisdiction outside the United States shall, registration of transfer, split-up on or combination hereof or, subject prior to the first sentence of Paragraph date such Securityholder becomes a Securityholder, (2)a) so notify the Property Trustee, any withdrawal of such Deposited Securities until such payment is made. The Depositary may also deduct from any distributions on (b) (i) provide the Property Trustee with Internal Revenue Service form 1001, 4224, 8709 or in respect of Deposited SecuritiesW-8, as appropriate, or may sell (ii) notify the Property Trustee that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Securityholder agrees by public or private sale its acceptance of a Trust Security, on an ongoing basis, to provide like certification for the account of the Holder hereof any part or all of such Deposited Securities (after attempting by reasonable means each taxable year and to notify the Holder hereof prior to such sale)Property Trustee as specified in clauses (a) and (b) above. The Property Trustee shall be fully protected in relying upon, and may apply such deduction each Securityholder by its acceptance of a Security agrees to indemnify and hold the Property Trustee harmless against all claims or the proceeds liability of any such sale kind arising in payment of such tax connection with or other governmental chargerelated to the Property Trustee's reliance upon any documents, forms or information provided by any Securityholder to the Holder and Beneficial Owner hereof remaining liable for any deficiency, andProperty Trustee. In addition, if appropriate, shall reduce the number of ADSs evidenced hereby to reflect Property Trustee has not withheld taxes on 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 payment made 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 saleSecurityholder, and the Depositary shall distribute the net proceeds of Property Trustee is subsequently required to remit to any taxing authority any such sale or the balance of any amount not withheld, such property after deduction of Securityholder shall return such taxes amount to the Holders entitled theretoProperty Trustee upon written demand by the Property Trustee. The Property Trustee shall be liable only for direct (but not consequential) damages to any Securityholder due to the Property Trustee's violation of the Code and only to the extent such liability is caused by the Property Trustee's gross negligence or willful misconduct.
Appears in 4 contracts
Samples: Trust Agreement (Carolina Bank Holdings Inc), Trust Agreement (Southern Community Financial Corp), Trust Agreement (American Community Bancshares Inc)
Taxes; Withholding. If any tax or other governmental charge shall become payable by or on behalf of The Property Trustee agrees, to the Custodian or the Depositary with respect to this ADR, any Deposited Securities represented extent required by the ADSs evidenced hereby Code, and applicable federal regulations thereunder, to withhold from each payment due hereunder or under any distribution thereonTrust Securities, United States withholding taxes at the appropriate rate, and, on a timely basis, to deposit such amounts with an authorized depository and make such returns, filings and other reports in connection therewith as are required by the Code. In the event that any withholding tax is imposed on a payment to a Securityholder, such tax or other governmental charge shall be paid by reduce the Holder hereof amount otherwise distributable to the DepositarySecurityholder in accordance with this Section. The Depositary may refuse to effect any registrationAny Securityholder which is organized under the laws of a jurisdiction outside the United States shall, registration of transfer, split-up on or combination hereof or, subject prior to the first sentence of Paragraph date such Securityholder becomes a Securityholder, (2)a) so notify the Property Trustee, any withdrawal of such Deposited Securities until such payment is made. The Depositary may also deduct from any distributions on (b) (i) provide the Property Trustee with Internal Revenue Service Form 1001, 4224, 8709 or in respect of Deposited SecuritiesW-8, as appropriate, or may sell (ii) notify the Property Trustee that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Securityholder agrees by public or private sale its acceptance of a Trust Security, on an ongoing basis, to provide like certification for the account of the Holder hereof any part or all of such Deposited Securities (after attempting by reasonable means each taxable year and to notify the Holder hereof prior to such sale)Property Trustee as specified in clauses (a) and (b) above. The Property Trustee shall be fully protected in relying upon, and may apply such deduction each Securityholder by its acceptance of a Security agrees to indemnify and hold the Property Trustee harmless against all claims or the proceeds liability of any such sale kind arising in payment of such tax connection with or other governmental chargerelated to the Property Trustee's reliance upon any documents, forms or information provided by any Securityholder to the Holder and Beneficial Owner hereof remaining liable for any deficiency, andProperty Trustee. In addition, if appropriate, shall reduce the number of ADSs evidenced hereby to reflect Property Trustee has not withheld taxes on 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 payment made 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 saleSecurityholder, and the Depositary shall distribute the net proceeds of Property Trustee is subsequently required to remit to any taxing authority any such sale or the balance of any amount not withheld, such property after deduction of Securityholder shall return such taxes amount to the Holders entitled theretoProperty Trustee upon written demand by the Property Trustee. The Property Trustee shall be liable only for direct (but not consequential) damages to any Securityholder due to the Property Trustee's violation of the Code and only to the extent such liability is caused by the Property Trustee's gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Trust Agreement (Southern Community Financial Corp), Trust Agreement (Southern Community Financial Corp)
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 directly or indirectly 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 CDIs , 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 CDIs, 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.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Taxes; Withholding. Any and all payments by the Borrowers hereunder, under the Notes or the other Loan Documents shall be made, in accordance with the provisions of Article 3, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the Laws of which such Lender is organized or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrowers shall be required by Law to deduct any tax Taxes from or in respect of any sum payable hereunder or under any Note to any Lender or the Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.9) such Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrowers shall make such deductions, and (iii) the Borrowers shall pay the full amount deducted to the relevant taxation authority or other governmental charge shall become payable by or on behalf of the Custodian or the Depositary authority in accordance with respect to this ADR, any Deposited Securities represented by the ADSs evidenced hereby or any distribution thereon, applicable Law. All such tax or other governmental charge Taxes shall be paid by the Holder hereof Borrowers prior to the Depositary. The Depositary may refuse to effect any registrationdate on which penalties attach thereto or interest accrues thereon; provided, registration of transferhowever, split-up or combination hereof orthat, 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 if any such sale in payment of such tax penalties or other governmental chargeinterest become due, the Holder and Beneficial Owner hereof remaining liable for any deficiency, and, if appropriate, Borrowers 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 make prompt payment thereof to the appropriate governmental authority or agency all authority. The Borrowers shall indemnify each Lender for the full amount of such Taxes (including any Taxes on amounts (if anypayable under this Section 3.9) required to be withheld and owing to such authority or agency paid by the Company; Lender 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 liability (including Shares penalties, interest and expenses) arising therefrom or rightswith respect thereto, whether or not such Taxes were correctly or legally asserted. Any indemnification payment shall be made within thirty (30) on Deposited Securities is subject to any tax that days from the Depositary or date 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 theretoLender makes written demand therefor.
Appears in 2 contracts
Samples: Credit Agreement (Lincoln Electric Holdings Inc), Credit Agreement (Lincoln Electric Holdings Inc)
Taxes; Withholding. If (a) Notwithstanding anything contained herein to the contrary, other than Section 8 and Section 9, the Company will not be obligated to issue the Deferred Shares unless the Employee has paid (in cash or by certified or cashier’s check) to the Company all withholding taxes required to be collected by the Company under Federal, State, local or foreign law as a result of the issuance of the Deferred Shares (“Withholding Taxes”); provided, however, that if the Withholding Taxes are not paid within thirty (30) days following the date on which the Employee is entitled to receive the Deferred Shares, the Employee shall forfeit such Deferred Shares. The Company shall be responsible for the determination of the amount of any tax Withholding Taxes based on the last sale price for the Stock on the Stock’s principal trading market on the Issuance Date or other governmental charge shall become payable the last trading date if the Issuance Date is not a day upon which the Stock has traded. To the extent that the Employee desires to pay the Withholding Taxes in cash or by certified or cashier’s check, with respect to a specific Issuance Date, the Employee must deliver a separate Withholding Taxes Cash Payment Notification to the Company’s stock plan administrator substantially in the form of Exhibit B no later than 45 days prior to that specific Issuance Date. To the extent that the Employee elects to pay the Withholding Taxes in cash or by certified or cashier’s check, such payment must be received by the Company’s stock plan administrator no later than one (1) Business Day after the Issuance Date of any Deferred Shares that is the subject of the Withholding Taxes Cash Payment Notification.
(b) The Company, in its sole discretion, may permit the Employee to pay any or all Withholding Taxes through delivery of outstanding Stock or by the Company withholding a portion of the Deferred Shares issuable pursuant to this Agreement. The Employee, however, will have no absolute right to pay the Withholding Taxes with Stock, and, if such payment is permitted by the Company, such payment must be made in strict compliance with rules for such payments established by the Company. As of the date of this Agreement, unless the Company has received a properly executed and delivered Withholding Taxes Cash Payment Notification from the Employee, the Company currently intends to have the Withholding Taxes paid through the withholding of Stock issuable upon satisfaction of the terms and conditions set forth in this Agreement (a “net issuance”). The Stock that is withheld by the Company as part of the net issuance (the “Withheld Shares”) will be sold on behalf of the Custodian or Employee as contemplated by subsection (c) of this Section 4; provided, however, that at the Depositary sole discretion of the Company, the Withheld Shares may be retained by the Company and the Company will satisfy the Withholding Taxes from the Company’s available cash. The Company reserves the right to change its method with respect to this ADR, any Deposited Securities represented the Employee for the collection of Withholding Taxes that may be owed by the ADSs evidenced Employee at any time in its sole discretion, upon notice to the Employee, which notice may be written or electronic notice.
(c) By the execution of this Agreement, to the extent that the Company elects to issue the Deferred Shares as a net issuance, and, the Employee has not properly executed and delivered to the Company’s stock plan administrator a Withholding Taxes Cash Payment Notification, the Employee hereby or any distribution thereonirrevocably instructs the Company and a broker of the Company’s choosing, such tax or other governmental charge shall to sell on behalf of the Employee at the “market price,” that number of shares of Stock required to generate sufficient funds to equal the Withholding Taxes required to be paid by the Holder hereof Employee pursuant to this Section 4. The Employee represents to the DepositaryCompany and the broker that the Employee is entering into this Agreement in good faith. The Depositary may refuse Employee shall have no ability to effect any registration, registration of transfer, split-up or combination hereof or, subject modify these instructions other than by the proper execution and delivery to the first sentence Company’s stock plan administrator of Paragraph (2), any withdrawal a Withholding Taxes Cash Payment Notification. It is the Employee’s intention that this provision comply with the requirements 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 Rule 10b5-1 promulgated by the Company; Securities and Exchange Commission under 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 Exchange Act 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 thereto1934.
Appears in 2 contracts
Samples: Master Deferred Issuance Stock Agreement (Level 3 Communications Inc), Master Deferred Issuance Stock Agreement (Level 3 Communications Inc)
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 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.
Appears in 2 contracts
Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary), Deposit Agreement (National Steel Co)
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 Property 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 shall, in accordance with applicable law, use commercially reasonable efforts to assist ADR Holders in the mitigation or reduction of any withholding tax imposed with respect to any ADR. The Depositary may refuse to effect any registration, registration of transfer, split-up or combination hereof or, subject to the first last sentence of Paragraph (paragraph 2), any withdrawal of such Deposited Securities Property until such payment is made. The Depositary may also deduct from any distributions on or in respect of Deposited SecuritiesProperty, or may sell by public or private sale for the account of the Holder hereof any part or all of such Deposited Securities Property (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 Property 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. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, and each of their respective agents, officers, directors, employees and Affiliates for, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from any tax benefit obtained for such Holder and/or Beneficial Owner.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Supplemental Agreement (Marks & Spencer Group p.l.c.)
Taxes; Withholding. Any and all payments by the Borrower hereunder, under the Revolving Credit Notes or the other Loan Documents shall be made, in accordance with the provisions of Section 2, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the Laws of which such Lender is organized or is doing business, or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by Law to deduct any tax Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender or the Agent:
(i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 13.3) such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other governmental charge shall become payable by or on behalf of the Custodian or the Depositary authority in accordance with respect to this ADR, any Deposited Securities represented by the ADSs evidenced hereby or any distribution thereon, applicable Law. All such tax or other governmental charge Taxes shall be paid by the Holder hereof Borrower prior to the Depositary. The Depositary may refuse to effect any registrationdate on which penalties attach thereto or interest accrues thereon; provided, registration of transferthat, 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 if any such sale in payment of such tax penalties or other governmental chargeinterest become due, the Holder and Beneficial Owner hereof remaining liable for any deficiency, and, if appropriate, Borrower 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 make prompt payment thereof to the appropriate governmental authority or agency all authority. The Borrower shall indemnify each Lender for the full amount of such Taxes (including any Taxes on amounts (if anypayable under this Section 13.3(a) required to be withheld and owing to such authority or agency paid by the Company; Lender 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 liability (including Shares penalties, interest and expenses) arising therefrom or rightswith respect thereto, whether or not such Taxes were correctly or legally asserted. Any indemnification payment shall be made within thirty (30) on Deposited Securities is subject to any tax that days from the Depositary or date 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 theretoLender makes written demand therefor.
Appears in 1 contract
Samples: Credit and Security Agreement (Diy Home Warehouse Inc)
Taxes; Withholding. Any and all payments by the Borrower hereunder, under the Revolving Credit Notes or the Term Note or the other Loan Documents shall be made, in accordance with the provisions of Section 2, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, EXCLUDING, in the case of each Lender and the Designated Letter of Credit Issuer taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the Laws of which such Lender is organized or is doing business, or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by Law to deduct any tax Taxes from or in respect of any sum payable hereunder or under any Note to any Lender, the Designated Letter of Credit Issuer or the Administrative Agent:
(i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 14.3) such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other governmental charge shall become payable by or on behalf of the Custodian or the Depositary authority in accordance with respect to this ADR, any Deposited Securities represented by the ADSs evidenced hereby or any distribution thereon, applicable Law. All such tax or other governmental charge Taxes shall be paid by the Holder hereof Borrower prior to the Depositary. The Depositary may refuse to effect any registrationdate on which penalties attach thereto or interest accrues thereon; PROVIDED, registration of transferHOWEVER, split-up or combination hereof orthat, 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 if any such sale in payment of such tax penalties or other governmental chargeinterest become due, the Holder and Beneficial Owner hereof remaining liable for any deficiency, and, if appropriate, Borrower 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 make prompt payment thereof to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by authority. The Borrower shall indemnify the Company; Administrative Agent, each Lender and the Depositary Designated Letter of Credit Issuer for the full amount of such Taxes (including any Taxes on amounts payable under this Section 14.3(a) paid by such Lender, the Designated Letter of Credit Issuer and the Custodian will remit to Administrative Agent and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally asserted. Any indemnification payment shall be made within thirty (30) days from the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to date such authority or agency by Lender, the Depositary Designated Letter of Credit Issuer or the CustodianAdministrative Agent makes written demand therefor. 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.108 115
Appears in 1 contract
Taxes; Withholding. If (a) Notwithstanding anything contained herein to the contrary, other than Section 8 and Section 9, the Company will not be obligated to issue the Deferred Shares or the Delayed Issuance Shares unless the Employee has paid (in cash or by certified or cashier's check) to the Company all withholding taxes required to be collected by the Company under Federal, State, local or foreign law as a result of the issuance of the Deferred Shares ("Withholding Taxes"). The Company shall be responsible for the determination of the amount of any tax Withholding Taxes based on the last sale price for the Stock on the Stock's principal trading market on the Issuance Date or other governmental charge shall become payable the last trading date if the Issuance Date is not a day upon which the Stock has traded. To the extent that the Employee desires to pay the Withholding Taxes in cash or by certified or cashier's check, with respect to a specific Issuance Date, the Employee must deliver a separate Withholding Taxes Cash Payment Notification to the Company's stock plan administrator substantially in the form of Exhibit B no later than 45 days prior to that specific Issuance Date. To the extent that the Employee elects to pay the Withholding Taxes in cash or by certified or cashier's check, such payment must be received by the Company's stock plan administrator no later than one (1) Business Day after the Issuance Date of any Deferred Shares that is the subject of the Withholding Taxes Cash Payment Notification.
(b) The Company, in its sole discretion, may permit the Employee to pay any or all Withholding Taxes through delivery of outstanding Stock or by the Company withholding a portion of the Deferred Shares issuable pursuant to this Agreement. The Employee, however, will have no absolute right to pay the Withholding Taxes with Stock, and, if such payment is permitted by the Company, such payment must be made in strict compliance with rules for such payments established by the Company. As of the date of this Agreement, unless the Company has received a properly executed and delivered Withholding Taxes Cash Payment Notification from the Employee, the Company currently intends to have the Withholding Taxes paid through the withholding of Stock issuable upon satisfaction of the terms and conditions set forth in this Agreement (a "net issuance"). The Stock that is withheld by the Company as part of the net issuance (the "Withheld Shares") will be sold on behalf of the Custodian or Employee as contemplated by subsection (c) of this Section 4; provided, however, that at the Depositary sole discretion of the Company, the Withheld Shares may be retained by the Company and the Company will satisfy the Withholding Taxes from the Company's available cash. The Company reserves the right to change its method with respect to this ADR, any Deposited Securities represented the Employee for the collection of Withholding Taxes that may be owed by the ADSs evidenced Employee at any time in its sole discretion, upon notice to the Employee, which notice may be written or electronic notice.
(c) By the execution of this Agreement, to the extent that the Company elects to issue the Deferred Shares as a net issuance, and, the Employee has not properly executed and delivered to the Company's stock plan administrator a Withholding Taxes Cash Payment Notification, the Employee hereby or any distribution thereonirrevocably instructs the Company and a broker of the Company's choosing, such tax or other governmental charge shall to sell on behalf of the Employee at the "market price," that number of shares of Stock required to generate sufficient funds to equal the Withholding Taxes required to be paid by the Holder hereof Employee pursuant to this Section 4. The Employee represents to the DepositaryCompany and the broker that the Employee is entering into this Agreement in good faith. The Depositary may refuse Employee shall have no ability to effect any registration, registration of transfer, split-up or combination hereof or, subject modify these instructions other than by the proper execution and delivery to the first sentence Company's stock plan administrator of Paragraph (2), any withdrawal a Withholding Taxes Cash Payment Notification. It is the Employee's intention that this provision comply with the requirements 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 Rule 10b5-1 promulgated by the Company; Securities and Exchange Commission under 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 Exchange Act 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 thereto1934.
Appears in 1 contract
Samples: Master Deferred Issuance Stock Agreement (Level 3 Communications Inc)
Taxes; Withholding. Any and all payments by the Borrower hereunder, under the Notes or the other Loan Documents shall be made, in accordance with the provisions of Section 2, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, EXCLUDING, in the case of each Lender, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the Laws of which such Lender is organized or any political subdivision thereof (all such non-excluded 62 63 taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by Law to deduct any tax Taxes from or in respect of any sum payable hereunder or under any Note to any Lender or the Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 13.3) such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other governmental charge shall become payable by or on behalf of the Custodian or the Depositary authority in accordance with respect to this ADR, any Deposited Securities represented by the ADSs evidenced hereby or any distribution thereon, applicable Law. All such tax or other governmental charge Taxes shall be paid by the Holder hereof Borrower prior to the Depositary. The Depositary may refuse to effect any registrationdate on which penalties attach thereto or interest accrues thereon; PROVIDED, registration of transferHOWEVER, split-up or combination hereof orthat, 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 if any such sale in payment of such tax penalties or other governmental chargeinterest become due, the Holder and Beneficial Owner hereof remaining liable for any deficiency, and, if appropriate, Borrower 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 make prompt payment thereof to the appropriate governmental authority authority. The Borrower shall indemnify each Lender for the full amount of such Taxes (including any Taxes on amounts payable under this Section 13.3(a) paid by the Lender and any liability (including penalties, interest and expenses) arising therefrom or agency all amounts with respect thereto, whether or not such Taxes were correctly or legally asserted. Any indemnification payment shall be made within thirty (if any30) required days from the date the Lender makes written demand therefor. In the event that there is duplication in the payment of such Taxes by Borrower, Agent and Lenders shall use their best efforts to cause such duplicative payments to be withheld and owing remitted 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 Borrower 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 theretosoon as practicable.
Appears in 1 contract
Samples: Asset Based Loan and Security Agreement (Mazel Stores Inc)
Taxes; Withholding. If any tax or other governmental charge shall become payable by or on behalf of The Property Trustee agrees, to the Custodian or the Depositary with respect to this ADR, any Deposited Securities represented extent required by the ADSs evidenced hereby Code, and applicable federal regulations thereunder, to withhold from each payment due hereunder or under any distribution thereonTrust Securities, United States withholding taxes at the appropriate rate, and, on a timely basis, to deposit such amounts with an authorized depository and make such returns, filings and other reports in connection therewith as are required by the Code. In the event that any withholding tax is imposed on a payment to a Securityholder, such tax or other governmental charge shall be paid by reduce the Holder hereof amount otherwise distributable to the DepositarySecurityholder in accordance with this Section. The Depositary may refuse to effect any registrationAny Securityholder which is organized under the laws of a jurisdiction outside the United State shall, registration of transfer, split-up on or combination hereof or, subject prior to the first sentence of Paragraph date such Securityholder becomes a Securityholder, (2)a) so notify the Property Trustee, any withdrawal of such Deposited Securities until such payment is made. The Depositary may also deduct from any distributions on (b) (i) provide the Property Trustee with Internal Revenue Service form 1001, 4224, 8709 or in respect of Deposited SecuritiesW-8, as appropriate, or may sell (ii) notify the Property Trustee that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Securityholder agrees by public or private sale its acceptance of a Trust Security, on an ongoing basis, to provide like certification for the account of the Holder hereof any part or all of such Deposited Securities (after attempting by reasonable means each taxable year and to notify the Holder hereof prior to such sale)Property Trustee as specified in clauses (a) and (b) above. The Property Trustee shall be fully protected in relying upon, and may apply such deduction each Securityholder by its acceptance of a Security agrees to indemnify and hold the Property Trustee harmless against all claims or the proceeds liability of any such sale kind arising in payment of such tax connection with or other governmental chargerelated to the Property Trustee's reliance upon any documents, forms or information provided by any Securityholder to the Holder and Beneficial Owner hereof remaining liable for any deficiency, andProperty Trustee. In addition, if appropriate, shall reduce the number of ADSs evidenced hereby to reflect Property Trustee has not withheld taxes on 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 payment made 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 saleSecurityholder, and the Depositary shall distribute the net proceeds of Property Trustee is subsequently required to remit to any taxing authority any such sale or the balance of any amount not withheld, such property after deduction of Securityholder shall return such taxes amount to the Holders entitled theretoProperty Trustee upon written demand by the Property Trustee. The Property Trustee shall be liable only for direct (but not consequential) damages to any Securityholder due to the Property Trustee's violation of the Code and only to the extent such liability is caused by the Property Trustee's gross negligence or willful misconduct.
Appears in 1 contract
Taxes; Withholding. All payments made by any Obligor under this Agreement and the Loan Documents shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, assessments, imposts, deductions, charges, or withholdings imposed by any foreign, federal, provincial, state, local or other jurisdiction or any Governmental Authority thereof or political subdivision or taxing authority therein, excluding taxes imposed on the net income or the capital of the Lender (all such non-excluded taxes being hereinafter called “Taxes”). 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) Taxes are required to be withheld from any amounts so payable to the Lender hereunder or under any Loan Documents the amounts so payable shall be increased to the extent necessary to yield to the recipient (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement or any other Loan Documents. If any Obligor is required by Applicable Law to make any deduction or withholding on account of any Taxes or other amount from any sum paid or expressed to be payable to the Lender under this Agreement or any other Loan Document, then:
(i) the Borrower shall notify the Lender of any such requirement or any change in any such requirement as soon as it becomes aware of it; (ii) such Obligor shall pay any such Taxes or other amount before the date on which penalties attached thereto become due and owing payable; (iii) the sum payable by such Obligor in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the recipient receives on the due date and retains (free from any liability in respect of any such deduction, withholding or payment) a sum equal to that which it would have received and so retained had no such deduction, withholding or payment been required or made; and (iv) within thirty (30) days after payment of any sum from which such Obligor is required by Applicable Law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Taxes or other amount which it is required by clause
(ii) above to pay, it shall deliver to the Lender all such certified documents and other evidence as to the making of such deduction, withholding or payment as (A) are reasonably satisfactory to the Lender as proof of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority and (B) are reasonably required by the Lender to enable it to claim a Tax credit with respect to such authority deduction, withholding or agency by the Company; and the Depositary and the Custodian will remit payment. If any Obligor fails to pay any Taxes when due to the appropriate governmental authority taxing authority, each Obligor shall indemnify the Lender for any incremental Taxes, interest or agency all amounts (if any) required to be withheld and owing to such authority or agency penalties that may become payable 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 Lender as 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 result of any such sale or failure. The provisions of this Section 12.2 shall survive the balance satisfaction and payment of any such property after deduction all Obligations and the termination of such taxes to the Holders entitled theretothis Agreement.
Appears in 1 contract
Samples: Loan Agreement
Taxes; Withholding. Any and all payments by the Borrower hereunder, under the Notes or the other Loan Documents shall be made, in accordance with the provisions of Section 2, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, EXCLUDING, in the case of each Bank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the Laws of which such Bank is organized or is doing business, or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by Law to deduct any tax Taxes from or in respect of any sum payable hereunder or under any Note to any Bank or the Agent:
(i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 13.3) such Bank receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other governmental charge shall become payable by or on behalf of the Custodian or the Depositary authority in accordance with respect to this ADR, any Deposited Securities represented by the ADSs evidenced hereby or any distribution thereon, applicable Law. All such tax or other governmental charge Taxes shall be paid by the Holder hereof Borrower prior to the Depositary. The Depositary may refuse to effect any registrationdate on which penalties attach thereto or interest accrues thereon; PROVIDED, registration of transferHOWEVER, split-up or combination hereof orthat, 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 if any such sale in payment of such tax penalties or other governmental chargeinterest become due, the Holder and Beneficial Owner hereof remaining liable for any deficiency, and, if appropriate, Borrower 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 make prompt payment thereof to the appropriate governmental authority or agency all authority. The Borrower shall indemnify each Bank for the full amount of such Taxes (including any Taxes on amounts (if anypayable under this Section 13.3(a) required to be withheld and owing to such authority or agency paid by the Company; Bank 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 liability (including Shares penalties, interest and expenses) arising therefrom or rightswith respect thereto, whether or not such Taxes were correctly or legally asserted. Any indemnification payment shall be made within thirty (30) on Deposited Securities is subject to any tax that days from the Depositary or date 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 theretoBank makes written demand therefor.
Appears in 1 contract
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 Property 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 shall, in accordance with applicable law, use commercially reasonable efforts to assist ADR Holders in the mitigation or reduction of any withholding tax imposed with respect to any ADR. The Depositary may refuse to effect any registration, registration of transfer, split-up or combination hereof or, subject to the first last sentence of Paragraph paragraph (2), any withdrawal of such Deposited Securities Property until such payment is made. The Depositary may also deduct from any distributions on or in respect of Deposited SecuritiesProperty, or may sell by public or private sale for the account of the Holder hereof any part or all of such Deposited Securities Property (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 Property 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. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, and each of their respective agents, officers, directors, employees and Affiliates for, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from any tax benefit obtained for such Holder and/or Beneficial Owner.
Appears in 1 contract
Samples: Supplemental Agreement to Deposit Agreement (Reuters Group PLC /Adr/)
Taxes; Withholding. Any and all payments by the Borrowers hereunder, under the Notes or the other Loan Documents shall be made, in accordance with the provisions of Section 2, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Bank, Designated Swing Line Lender and Designated Letter of Credit Issuer taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the Laws of which such Bank is organized or is doing business, or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrowers shall be required by Law to deduct any tax Taxes from or in respect of any sum payable hereunder or under any Note to any Bank, any Designated Swing Line Lender, any Designated Letter of Credit Issuer or any Administrative Agent:
(i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 13.3) such Bank receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrowers shall make such deductions and (iii) the Borrowers shall pay the full amount deducted to the relevant taxation authority or other governmental charge shall become payable by or on behalf of the Custodian or the Depositary authority in accordance with respect to this ADR, any Deposited Securities represented by the ADSs evidenced hereby or any distribution thereon, applicable Law. All such tax or other governmental charge Taxes shall be paid by the Holder hereof Borrowers prior to the Depositary. The Depositary may refuse to effect any registrationdate on which penalties attach thereto or interest accrues thereon; provided, registration of transferhowever, split-up or combination hereof orthat, 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 if any such sale in payment of such tax penalties or other governmental chargeinterest become due, the Holder and Beneficial Owner hereof remaining liable for any deficiency, and, if appropriate, Borrowers 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 make prompt payment thereof to the appropriate governmental authority or agency all amounts (if any) required to be withheld authority. The Borrowers shall indemnify each of the Administrative Agents and owing to each Bank, Designated Swing Line Lender, Designated Letter of Credit Issuer for the full amount of 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 Taxes (including Shares any Taxes on amounts payable under this Section 13.3(a) paid by such Bank, Designated Swing Line Lender, Designated Letter of Credit Issuer and any Administrative Agent and any liability (including penalties, interest and expenses) arising therefrom or rightswith respect thereto, whether or not such Taxes were correctly or legally asserted. Any indemnification 113 123 payment shall be made within thirty (30) on Deposited Securities is subject to any tax that days from the Depositary date such Bank, Designated Swing Line Lender, Designated Letter of Credit Issuer 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 theretoAdministrative Agent makes written demand therefor.
Appears in 1 contract
Samples: Credit and Security Agreement (Instron Lawrence Corp)
Taxes; Withholding. If (a) Notwithstanding anything contained herein to the contrary, other than Section 8 and Section 9, the Company will not be obligated to issue the Deferred Shares or the Delayed Issuance Shares unless the Employee has paid (in cash or by certified or cashier’s check) to the Company all withholding taxes required to be collected by the Company under Federal, State, local or foreign law as a result of the issuance of the Deferred Shares (“Withholding Taxes”). The Company shall be responsible for the determination of the amount of any tax Withholding Taxes based on the last sale price for the Stock on the Stock’s principal trading market on the Issuance Date or other governmental charge shall become payable the last trading date if the Issuance Date is not a day upon which the Stock has traded. To the extent that the Employee desires to pay the Withholding Taxes in cash or by certified or cashier’s check, with respect to a specific Issuance Date, the Employee must deliver a separate Withholding Taxes Cash Payment Notification to the Company’s stock plan administrator substantially in the form of Exhibit B no later than 45 days prior to that specific Issuance Date. To the extent that the Employee elects to pay the Withholding Taxes in cash or by certified or cashier’s check, such payment must be received by the Company’s stock plan administrator no later than one (1) Business Day after the Issuance Date of any Deferred Shares that is the subject of the Withholding Taxes Cash Payment Notification.
(b) The Company, in its sole discretion, may permit the Employee to pay any or all Withholding Taxes through delivery of outstanding Stock or by the Company withholding a portion of the Deferred Shares issuable pursuant to this Agreement. The Employee, however, will have no absolute right to pay the Withholding Taxes with Stock, and, if such payment is permitted by the Company, such payment must be made in strict compliance with rules for such payments established by the Company. As of the date of this Agreement, unless the Company has received a properly executed and delivered Withholding Taxes Cash Payment Notification from the Employee, the Company currently intends to have the Withholding Taxes paid through the withholding of Stock issuable upon satisfaction of the terms and conditions set forth in this Agreement (a “net issuance”). The Stock that is withheld by the Company as part of the net issuance (the “Withheld Shares”) will be sold on behalf of the Custodian or Employee as contemplated by subsection (c) of this Section 4; provided, however, that at the Depositary sole discretion of the Company, the Withheld Shares may be retained by the Company and the Company will satisfy the Withholding Taxes from the Company’s available cash. The Company reserves the right to change its method with respect to this ADR, any Deposited Securities represented the Employee for the collection of Withholding Taxes that may be owed by the ADSs evidenced Employee at any time in its sole discretion, upon notice to the Employee, which notice may be written or electronic notice.
(c) By the execution of this Agreement, to the extent that the Company elects to issue the Deferred Shares as a net issuance, and, the Employee has not properly executed and delivered to the Company’s stock plan administrator a Withholding Taxes Cash Payment Notification, the Employee hereby or any distribution thereonirrevocably instructs the Company and a broker of the Company’s choosing, such tax or other governmental charge shall to sell on behalf of the Employee at the “market price,” that number of shares of Stock required to generate sufficient funds to equal the Withholding Taxes required to be paid by the Holder hereof Employee pursuant to this Section 4. The Employee represents to the DepositaryCompany and the broker that the Employee is entering into this Agreement in good faith. The Depositary may refuse Employee shall have no ability to effect any registration, registration of transfer, split-up or combination hereof or, subject modify these instructions other than by the proper execution and delivery to the first sentence Company’s stock plan administrator of Paragraph (2), any withdrawal a Withholding Taxes Cash Payment Notification. It is the Employee’s intention that this provision comply with the requirements 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 Rule 10b5-1 promulgated by the Company; Securities and Exchange Commission under 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 Exchange Act 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 thereto1934.
Appears in 1 contract
Samples: Master Deferred Issuance Stock Agreement (Level 3 Communications Inc)
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 last sentence of Paragraph 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.
Appears in 1 contract