Withholding Amounts. The Corporation has withheld all amounts required to be withheld, including without limiting the generality of the foregoing, all amounts required to be withheld under the Income Tax Act (Canada), for unemployment insurance and for the Canada Pension Plan and any other amounts required by law to be withheld from any payments made to any of their officers, directors and employees, and has paid the same to the proper taxing authority or receiving offices all in connection with the Corporation's Assets or the business of the Corporation.
Withholding Amounts. The Purchaser shall be entitled to withhold from the Purchase Price any amounts that the Purchaser is required to withhold or is responsible for withholding under any applicable Laws.
Withholding Amounts. Where any sum due to be paid to either Party hereunder is subject to any withholding or similar tax, the Parties shall use their commercially reasonable efforts to do all such acts and things and to sign all such documents as will enable them to take advantage of any applicable double taxation agreement or treaty. In the event there is no applicable double taxation agreement or treaty, or if an applicable double taxation agreement or treaty reduces but does not eliminate such withholding or similar tax, the payor shall remit such withholding or similar tax to the appropriate government authority, deduct the amount paid from the amount due to payee and secure and send to payee the best available evidence of the payment of such withholding or similar tax. Any such amounts deducted by the payor in respect of such withholding or similar tax shall be treated as having been paid by the payor for purposes of this Agreement. If withholding or similar taxes are paid to a government authority, each Party will provide the other such assistance as is reasonably required to obtain a refund of the withheld or similar taxes, or to obtain a credit with respect to such taxes paid. In the event that a government authority retroactively determines that a payment made by the paying Party to the receiving Party pursuant to this Agreement should have been subject to withholding or similar (or to additional withholding or similar) taxes, and such paying Party (the “Withholding Party”) remits such withholding or similar taxes to the government authority, including any interest and penalties that may be imposed thereon (together with the tax paid, the “Withholding Amount”), the Withholding Party will have the right (a) to offset the Withholding Amount against future payment obligations of the Withholding Party under this Agreement or (b) to invoice the receiving Party for the Withholding Amount (which shall be payable by the receiving Party within [***]
Withholding Amounts. If the Client is required by any non‐Australian Legislative Requirement to deduct or withhold taxes or any other amount for the benefit of a third party from any amount that is payable under this Agreement (including as withholding agent for GT under any non‐Australian Legislative Requirement), the Client must:
(a) increase the relevant amount that is payable to GT by the amount that is required to be deducted or withheld (which will result in the receipt by GT of the full amount which would have been payable to GT under this Agreement if no deduction or withholding had been required);
(b) make the required deductions or withholdings;
(c) pay the full amount deducted or withheld in accordance with the obligation imposed on the Client by the non‐Australian Legislative Requirement; and
(d) promptly deliver to GT a copy of the receipt for each such payment.
Withholding Amounts. Withheld Treated as Distributions ------------------------------------------------------ The Manager is authorized to withhold from distributions, or with respect to allocations or payments, to Unit Holders and to pay over to the appropriate federal, state or local governmental authority any amounts required to be withheld pursuant to the Code or provisions of applicable state or local law. All amounts withheld pursuant to the preceding sentence in connection with any payments, distribution or allocation to any Unit Holder shall be treated as amounts distributed to such Unit Holder pursuant to this Section 10 for all ---------- purposes of this Agreement.
Withholding Amounts. If any sum due to be paid to either Party hereunder is subject to any withholding or similar tax, the Parties shall use their commercially reasonable efforts to do all such acts and to sign all such documents as will enable them to take advantage of any applicable double taxation agreement or treaty. In the event there is no applicable double taxation agreement or treaty, or if an applicable double taxation agreement or treaty reduces but does not eliminate such withholding or similar tax, the payor shall remit such withholding or similar tax to the appropriate government authority, deduct the amount paid from the amount due to payee and secure and send to payee the best available evidence of the payment of such withholding or similar tax. Except as otherwise provided in this Agreement, any such amounts deducted by the payor in respect of such withholding or similar tax shall be treated as having been paid by the payor for purposes of this Agreement. If withholding or similar taxes are paid to a government authority, each Party will provide the other such assistance as is reasonably required to obtain a refund of the withheld or similar taxes, or to obtain a credit with respect to such taxes paid.
Withholding Amounts.
(a) In the event any payments to be made to BicycleTx or its Affiliates under this Agreement are subject to withholding tax under Applicable Laws, Novartis or its Affiliates shall be authorised to deduct the withholding tax from the payments, and shall pay all such withholding tax to the relevant tax authority, so that only the correspondingly reduced amount of payments (i.e., the full amount payable less withholding tax) is paid out to BicycleTx. Novartis shall provide BicycleTx with proof of the withholding tax payment. Subject to Clause 7.10.2(b), the Parties acknowledge and agree that if Novartis (or its assignee pursuant to Clause 15.3.1) is required by Applicable Law to withhold taxes in respect of any amount payable under this Agreement, and if such withholding obligation arises as a result of any action by Novartis, including any assignment of this Agreement by Novartis as permitted under Clause 15.3.1, a change in tax residency of Novartis, or payments arise or are deemed to arise through a branch of Novartis and such withholding taxes exceed the amount of withholding taxes that would have been applicable if such action had not occurred (each, a “Novartis Withholding Tax Action”), then, notwithstanding anything to the contrary herein, any such amount payable to BicycleTx under this Agreement shall be increased to take into account such increased withholding taxes as may be necessary so that, after making all required withholdings, BicycleTx (or its assignee pursuant to Clause 15.3.1) receives an amount equal to the sum it would have received had no such Novartis Withholding Tax Action occurred. US 173051874v18 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
(b) BicycleTx and Novartis shall make all reasonable efforts to obtain relief or reduction of withholding tax under the applicable tax treaties, including but not limited to the submission or issuance of requisite forms and information. If a special procedure is required for treaty relief by Applicable Law, a treaty relief based on a tax treaty will only be taken into account if BicycleTx submits any exemption certificate requested by Novartis to Novartis in accordance with legal requirements on or prior to the time of the payment to BicycleTx.
(c) If no withholding tax deduction has been made on the payments to BicycleTx or its Affiliates under t...
Withholding Amounts. Any amounts that Buyer is required or responsible for withholding under applicable Legal Requirements shall be escrowed with Escrow Agent at Closing pursuant to an escrow agreement in form and substance reasonably satisfactory to Buyer, Seller and Escrow Agent. This Section 5.8 will survive the Closing.
Withholding Amounts. If any sum due to be paid to Tay under this Agreement is subject to any withholding or similar tax, the Parties shall use their commercially reasonable efforts to do all such acts and to sign all such documents as will enable them to take advantage of any applicable double taxation agreement or treaty. Any tax paid or required to be withheld by VYNE for the benefit of Tay on account of any payments to Tay under this Agreement will be deducted from the amount of royalties or other payments otherwise due. VYNE will secure and send to Tay proof of any such taxes withheld and paid by VYNE for the benefit of Tay. If withholding or similar taxes are paid to a government authority, each Party shall provide the other such assistance as is reasonably required to obtain a refund of the withheld or similar taxes, or to obtain a credit with respect to such taxes paid.
Withholding Amounts. If any sum due to be paid to In4Derm under this Agreement is subject to any withholding or similar tax, the Parties shall use their commercially reasonable efforts to do all such acts and to sign all such documents as will enable them to take advantage of any applicable double taxation agreement or treaty. Any tax paid or required to be withheld by VYNE for the benefit of In4Derm on account of any payments to In4Derm under this Agreement will be deducted from the amount of royalties or other payments otherwise due. VYNE will secure and send to In4Derm proof of any such taxes withheld and paid by VYNE for the benefit of In4Derm. If withholding or similar taxes are paid to a government authority, each 254821559 v1 Party shall provide the other such assistance as is reasonably required to obtain a refund of the withheld or similar taxes, or to obtain a credit with respect to such taxes paid.
