W ithholding Sample Clauses

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.
Sample 1
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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.
Sample 1
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.
Sample 1
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.
Sample 1
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”.
Sample 1
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
Sample 1
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.
Sample 1
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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.
Sample 1
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.
Sample 1

Related to W ithholding

  • Withholding, Etc The payment of any Salary and bonus hereunder shall be subject to applicable withholding and payroll taxes, and such other deductions as may be required by law or the Company's employee benefit plans.

  • FATCA Withholding The Trust represents, warrants and covenants to the Indenture Trustee and the Note Paying Agent that, (i) to the best of the Trust’s knowledge, the Indenture Trustee, Note Registrar and Note Paying Agent are not obligated in respect of any payments to be made by the Trust pursuant to this Indenture, to make any withholding or deduction pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations or agreements thereunder or official interpretations thereof (“FATCA Withholding Tax”), provided such parties have obtained the requisite information about the Noteholders; (ii) the Noteholders are required to provide information sufficient to eliminate the imposition of, or determine the amount of, FATCA Withholding Tax (the “FATCA Information”) to the Trust and the Indenture Trustee, (iii) the Trust shall comply with all requirements of the Code with respect to the withholding from any payment made by it on any Note of any applicable FATCA Withholding Tax imposed thereon and with respect to any applicable reporting requirement in connection therewith; and (iv) to the extent the Trust determines that FATCA Withholding Tax is applicable, it will promptly notify the Note Paying Agent of such fact. To the extent the Trust has the Noteholders’ information, the Trust will provide the FATCA Information to the Indenture Trustee, the Note Registrar and the Note Paying Agent upon request. Each holder of a Note or an interest therein, by acceptance of such Note or such interest in such Note, will be deemed to have agreed to provide the Trust, the Indenture Trustee, the Note Registrar and the Note Paying Agent with the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the FATCA Information. In addition, each holder of a Note will be deemed to understand that the Note Paying Agent has the right to withhold interest payable with respect to the Note (without any corresponding gross-up) on any beneficial owner of an interest in a Note that fails to comply with the foregoing requirements.

  • Withholding 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.

  • Backup Withholding Federal law requires, for U.S. persons, a specified percentage of reportable interest, dividends, and proceeds from the sale of securities be withheld, unless you furnish a correct taxpayer identification number. To avoid this “backup withholding” complete and return the New Account Application, which includes the substitute W-9 Form, certifying that the taxpayer number you are furnishing is correct and that you are not subject to backup withholding. For most individuals, your taxpayer identification number and Social Security number are the same. Foreign persons claiming foreign status must complete the IRS W-8BEN Form (for joint foreign accounts, each owner submits a W-8BEN).

  • Xxx Withholding Notwithstanding any other provision of this Agreement, the Company may withhold from amounts payable under this Agreement all federal, state, local and foreign taxes that are required to be withheld by applicable laws or regulations.

  • Withholdings; Deductions The Company may withhold and deduct from any benefits and payments made or to be made pursuant to this Agreement (a) all federal, state, local and other taxes as may be required pursuant to any law or governmental regulation or ruling and (b) any deductions consented to in writing by Employee.

  • Share Withholding The Committee may permit a Participant to satisfy all or part of his or her withholding or income tax obligations by having the Company withhold all or a portion of any Shares that otherwise would be issued to him or her or by surrendering all or a portion of any Shares that he or she previously acquired. Such Shares shall be valued at their Fair Market Value on the date when taxes otherwise would be withheld in cash. In no event may a Participant have Shares withheld that would otherwise be issued to him or her in excess of the number necessary to satisfy the minimum legally required tax withholding.

  • Deduction or Withholding for Tax (i) Gross-Up. All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party (“X”) will:— (1) promptly notify the other party (“Y”) of such requirement; (2) pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y; (3) promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and (4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for:— (A) the failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or (B) the failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such failure would not have occurred but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (II) a Change in Tax Law.

  • Withholding Payments The State reserves the right to withhold payment of the Engineer's billing statement in the event of any of the following: (1) If a dispute over the work or costs thereof is not resolved within a thirty day period; (2) pending verification of satisfactory work performed; (3) the Engineer becomes a delinquent obligor as set forth in Section 231.006 of the Family Code; (4) required reports are not received; or (5) the State Comptroller of Public Accounts will not issue a warrant to the Engineer. In the event that payment is withheld, the State shall notify the Engineer and give a remedy that would allow the State to release the payment.

  • No Withholding The transaction contemplated herein is not subject to the tax withholding provisions of Section 3406 of the Code, or of Subchapter A of Chapter 3 of the Code or of any other provision of law.

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