Common use of Transfer Taxes; Withholding Clause in Contracts

Transfer Taxes; Withholding. If any certificate for a DuPont Share is to be issued to, or cash is to be remitted to, a Person (other than the Person in whose name the Certificate surrendered in exchange therefor is registered), it shall be a condition of such exchange that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Exchange Agent any transfer or other Taxes (as defined in Section 3.10(c) hereof) required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Exchange Agent that such Tax either has been paid or is not applicable. DuPont or the Exchange Agent shall be entitled to deduct and withhold from the DuPont Shares (or cash in lieu of fractional DuPont Shares) otherwise payable pursuant to this Agreement to any holder of shares of Common Stock such amounts as DuPont or the Exchange Agent are required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent that amounts are so withheld by DuPont or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Common Stock in respect of whom such deduction and withholding was made by DuPont or the Exchange Agent.

Transfer Taxes; Withholding. If any certificate for a DuPont Share Commodore Certificate or cash in lieu of any fractional shares is to be paid to or issued to, or cash is to be remitted to, in a Person (name other than that in which the Person in whose name the Former Certificate surrendered in exchange therefor is registered), it shall be a condition of such exchange that the Former Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Exchange Agent any transfer or other Taxes (as defined in Section 3.10(c) hereof) taxes required by reason of the issuance of such Commodore Certificate and the distribution of such cash payment of the Merger Consideration to in a Person name other than that of the registered holder of the Former Certificate so surrendered, or shall establish to the satisfaction of the Exchange Agent that such Tax either tax has been paid or is not applicable. DuPont Commodore or the Exchange Agent shall be entitled to deduct and withhold from the DuPont Shares (or cash in lieu of fractional DuPont Shares) consideration otherwise payable pursuant to this Agreement to any holder of shares of Common Commodore Capital Stock or Lanxide Capital Stock such amounts as DuPont Commodore or the Exchange Agent are required to deduct and withhold under the Internal Revenue Code, or any provision of state, local or foreign Tax tax law, with respect to the making of such payment. To the extent that amounts are so withheld by DuPont Commodore or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Common Commodore Capital Stock or Lanxide Capital Stock in respect of whom such deduction and withholding was made by DuPont Commodore or the Exchange Agent.

Transfer Taxes; Withholding. If any certificate for a DuPont Share --------------------------- share of Parent Common Stock is to be issued to, or cash is to be remitted to, a Person (other than the Person in whose name the Old Certificate surrendered in exchange therefor is registered), it shall be a condition of such exchange that the Old Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Exchange Agent any transfer or other Taxes (as defined in Section 3.10(c) hereofherein) required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Old Certificate so surrendered, or shall establish to the satisfaction of the Exchange Agent that such Tax either has been paid or is not applicable. DuPont Parent or the Exchange Agent shall be entitled to deduct and withhold from the DuPont Shares shares of Parent Common Stock (or cash in lieu of fractional DuPont Sharesshares of Parent Common Stock) otherwise payable pursuant to this Agreement to any holder of shares of NorthPoint Common Stock such amounts as DuPont Parent or the Exchange Agent are required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent that amounts are so withheld by DuPont Parent or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of NorthPoint Common Stock in respect of whom such deduction and withholding was made by DuPont Parent or the Exchange Agent.