W ithholding. In the event any withholding Tax is imposed on payments to be made to Licensors under this Agreement, Eaton shall withhold and pay the appropriate amount of Tax and shall provide Licensors with the official Tax receipt evidencing payment. Notwithstanding the payment, Eaton shall "gross up" and pay to Licensors the entire pre-tax amount due Licensors under this Agreement.
W ithholding. To the extent that the Corporation is required to withhold federal, state, local or foreign taxes in connection with the issuance of the Inducement Shares to the CEO, it shall be a condition to the realization of such benefit that the CEO makes arrangements satisfactory to the Corporation for payment of the balance of such taxes required to be withheld, which arrangements may include, at the election of the CEO, the Corporation withholding from the Inducement Shares a number of Common Shares having a value equal to the amount required to be withheld. Any Common Shares used for tax withholding will be valued at an amount equal to the closing price per share of the Common Shares on the New York Stock Exchange on the date the benefit is to be included in CEO’s income, but in no event will the aggregate value of Common Shares used to satisfy applicable withholding taxes in connection with the benefit exceed the minimum amount of taxes required to be withheld. For purposes of this Agreement, any Inducement Shares withheld by the Corporation pursuant to this Section 4 in full or partial settlement of the CEO’s tax withholding obligation related to the Sign-On Grant will be referred to as the “Withholding Shares”.
W ithholding. The Company shall be entitled to withhold from any amounts payable under this Agreement, any federal, state, local or foreign withholding or other taxes or charges which the Company is required to withhold. The Company shall be entitled to rely on an opinion of counsel if any questions as to the amount or requirement of withholding shall arise.
W ithholding. If the Customer is located outside of Australia, and is required to withhold taxes imposed upon Komo for any payment under this Agreement by virtue of the statutes, laws, codes or governmental regulations of a country in which any Subscription Services are delivered or obtained, then such payments will be made by the Customer on behalf of Komo by deducting them from the payment then due to Komo and remitting such taxes to the proper authorities on a timely basis, and the payments provided for under this Agreement will be adjusted upwards appropriately so that Komo actually receives the full amount of the fees set forth in the applicable Sales Order. The Customer will provide Komo with official documentation or tax receipts on such withholdings supporting such taxes and such payments as may be required by Komo for its tax records as soon as reasonably possible following payment to the applicable tax authority, and in any event no later than when required by applicable law.
W ithholding. Purchaser shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any Seller such amounts as Purchaser is required to deduct and withhold under the Code, or any Tax law, with respect to the making of such payment; provided, however, that at least ten (10) Business Days prior to the Closing, except with respect to compensatory payments or to the extent a Seller fails to provide the documentation described in Section 2.3(e), Purchaser must notify such Seller of any potentially applicable withholding requirement and, in the event such Seller informs Purchaser that it believes such deduction or withholding is inapplicable, the Parties shall use commercially reasonable efforts to cooperate to eliminate or reduce any such withholding obligation. To the extent that amounts are properly withheld and paid to the applicable Governmental Body, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made.
W ithholding. Buyer shall be entitled to deduct and withhold from any consideration payable to Sellers pursuant to this Agreement all Taxes that Buyer is required to deduct and withhold under the Code. All such withheld amounts shall be timely paid to the appropriate Governmental Authorities. Buyer shall use reasonable efforts to notify the Sellers in advance if it anticipates that withholding will be required, and shall consider in good faith any positions with respect thereto advanced by the Sellers
W ithholding. Notwithstanding the terms herein, and without prejudice to any of its other rights or remedies, the Village shall have the right to withhold from any payment that may be or become due such amount as may reasonably appear necessary to compensate the Village for any actual or prospective loss due to defective work or work that does not conform to the Contract Documents; damage for which the Contractor is liable; state or local sales, use or excise taxes that may have been paid by Contractor or any of its Subcontractors; any lien or claim of third parties, subcontractors or suppliers regardless of merit; inability of the Contractor to complete the performance of the work; or any other failure by the Contractor to perform any of its obligations under the Contract Documents. The Village shall be entitled to retain any and all amounts so withheld until the Contractor either performs the outstanding obligation, or furnishes security in a form acceptable to the Village for such performance.
W ithholding. 1. If Purchaser has a claim under the Agreement, regardless of when it is discovered, including a claim that: (1) Contractor’s invoice is erroneous; or (2) the Work is deficient, defective or incomplete; or (3) Purchaser, another supplier, Subcontractor, subcontractor or other party suffers damage or injury which is attributable to Contractor; or (4) Contractor fails to make a payment as and when due to a Subcontractor or supplier for materials, labor or equipment; or (5) Contractor has failed to supply any affidavit, release or waiver of lien which Purchaser may require; then Purchaser may withhold payment of, or set-off the amount of its claim, costs or loss against any amount owed to Contractor. If any monies are so withheld, Purchaser shall only pay such amount when, without cost to Purchaser, the cause of such withholding has been eliminated to the Purchaser’s satisfaction. If any monies are so withheld, Purchaser shall not be responsible for any interest payment to Contractor.
W ithholding. The Company may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.
W ithholding. All payments to be made to the Employee under this Agreement will be subject to required withholding of taxes and other required deductions.
