Common use of Withholding and Taxes Clause in Contracts

Withholding and Taxes. No later than the date as of which an amount first becomes includible in the gross income of the Recipient for income tax purposes or subject to the Federal Insurance Contributions Act withholding with respect to the LTIP Units granted hereunder, the Recipient will pay to the Company or, if appropriate, any of its subsidiaries, or make arrangements satisfactory to the Administrator regarding payment of, any United States federal, state or local or foreign taxes of any kind required by law to be withheld with respect to such amount. The Company may cause the required minimum tax withholding obligation to be satisfied, in whole or in part, by withholding from LTIP Units granted to the Recipient with an aggregate value that would satisfy the withholding amount due. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company and its subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Recipient. BY SIGNING THIS AGREEMENT, THE RECIPIENT REPRESENTS THAT HE OR SHE HAS REVIEWED WITH HIS OR HER OWN TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT HE OR SHE IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. THE RECIPIENT UNDERSTANDS AND AGREES THAT HE OR SHE (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Withholding and Taxes. No later than the date as of which an amount first becomes includible in the gross income of the Recipient for income tax purposes or subject to the Federal Insurance Contributions Act withholding with respect to the Restricted LTIP Units granted hereunder, the Recipient will pay to the Company or, if appropriate, any of its subsidiaries, or make arrangements satisfactory to the Administrator regarding payment of, any United States federal, state or local or foreign taxes of any kind required by law to be withheld with respect to such amount. The Company may cause the required minimum tax withholding obligation to be satisfied, in whole or in part, by withholding from Restricted LTIP Units granted to the Recipient with an aggregate value that would satisfy the withholding amount due. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company and its subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Recipient. BY SIGNING THIS AGREEMENT, THE RECIPIENT REPRESENTS THAT HE OR SHE HAS REVIEWED WITH HIS OR HER OWN TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT HE OR SHE IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. THE RECIPIENT UNDERSTANDS AND AGREES THAT HE OR SHE (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Withholding and Taxes. No later than the date as (a) The Grantee acknowledges that, regardless of which an amount first becomes includible in the gross income of the Recipient for income tax purposes or subject to the Federal Insurance Contributions Act withholding with respect to the LTIP Units granted hereunder, the Recipient will pay to any action taken by the Company or the Partnership or, if appropriatedifferent, the Grantee’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Award and legally applicable to the Grantee (“Tax-Related Items”), is and remains the Grantee’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. (b) The Grantee acknowledges and agrees that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of its subsidiariesthis Award, including, but not limited to, the grant, vesting or settlement of the Award or the subsequent disposition of any LTIP Units acquired pursuant to this Award; and (ii) do not commit to and are under no obligation to structure the terms of the Award to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee is subject to Tax-Related Items in more than one jurisdiction, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (c) Prior to any relevant taxable or tax withholding event, as applicable, the Grantee agrees to make adequate arrangements satisfactory to the Administrator regarding payment ofCompany and/or the Employer to satisfy any applicable withholding obligations for Tax-Related Items. If such arrangements are not made by the Grantee by the date specified by the Company and communicated to the Grantee (and in no event less than 30 days prior to the Vesting Date), the Grantee authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by deducting such amounts from any cash payments to be made to the Grantee hereunder or withholding in LTIP Units to be issued hereunder (or, if applicable, any United States federal, state Common Units into which the LTIP Units are converted or local shares of Stock issued in redemption of such Common Units). (d) The Company may withhold or foreign taxes of any kind account for Tax-Related Items by considering the amount that is required by law to be withheld with respect or such other amount determined by the Company or an affiliate that is not prohibited by law but in no event more than the maximum U.S. federal, state, local or foreign taxes, as applicable (including social insurance tax or contributions obligations, if any). In the event of under-withholding, Participant may be required to such amountpay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or its designated affiliate. If the obligation for Tax-Related Items is satisfied by withholding in LTIP Units (or other securities pursuant to paragraph (c)), for tax purposes, Participant is deemed to have been issued the full number of vested Award LTIP Units (or other applicable securities), notwithstanding that a number of the LTIP Units (or other applicable securities) are held back solely for the purpose of paying the Tax-Related Items. (e) Finally, Participant agrees to pay to the Company or the Employer, including through withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may cause refuse to issue or deliver the required minimum tax withholding obligation to be satisfied, in whole or in part, by withholding from LTIP Units granted to the Recipient with an aggregate value that would satisfy the withholding amount due. The obligations issuable upon vesting of the Company under this Agreement shall be conditional on such payment Award LTIP Units, or arrangementsthe proceeds of the disposition thereof, and if Participant fails to comply with Participant’s obligations in connection with the Company and its subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Recipient. BY SIGNING THIS AGREEMENT, THE RECIPIENT REPRESENTS THAT HE OR SHE HAS REVIEWED WITH HIS OR HER OWN TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT HE OR SHE IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. THE RECIPIENT UNDERSTANDS AND AGREES THAT HE OR SHE (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTTax-Related Items.

Withholding and Taxes. No later (i) The Grantee acknowledges that, regardless of any action taken by the Company or the Partnership or, if different, the Grantee’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Award and legally applicable to the Grantee (“Tax-Related Items”), is and remains the Grantee’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. (ii) The Grantee acknowledges and agrees that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including, but not limited to, the grant, vesting or settlement of the Award or the subsequent disposition of any LTIP Units acquired pursuant to this Award; and (b) do not commit to and are under no obligation to structure the terms of the Award to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee is subject to Tax-Related Items in more than one jurisdiction, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (iii) Prior to any relevant taxable or tax withholding event, as applicable, the Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy any applicable withholding obligations for Tax-Related Items. If such arrangements are not made by the Grantee by the date specified by the Company and communicated to the Grantee (and in no event less than 30 days prior to the date as of which an amount first becomes includible in the gross income of the Recipient Grantee for income tax purposes or subject to the Federal Insurance Contributions Act withholding with respect to the Award LTIP Units granted hereunder), the Recipient will pay Grantee authorizes the Company or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by deducting such amounts from any cash payments to be made to the Company Grantee hereunder or withholding in LTIP Units to be issued hereunder (or, if appropriateapplicable, any Common Units into which the LTIP Units are converted or shares of its subsidiaries, Stock issued in redemption of such Common Units). (iv) The Company may withhold or make arrangements satisfactory to account for Tax-Related Items by considering the Administrator regarding payment of, any United States federal, state or local or foreign taxes of any kind amount that is required by law to be withheld with respect or such other amount determined by the Company or an affiliate that is not prohibited by law but in no event more than the maximum U.S. federal, state, local or foreign taxes, as applicable (including social insurance tax or contributions obligations, if any). In the event of under-withholding, Participant may be required to such amountpay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or its designated affiliate. If the obligation for Tax-Related Items is satisfied by withholding in LTIP Units (or other securities pursuant to paragraph (iii)), for tax purposes, Participant is deemed to have been issued the full number of vested Award LTIP Units (or other applicable securities), notwithstanding that a number of the LTIP Units (or other applicable securities) are held back solely for the purpose of paying the Tax-Related Items. (v) Finally, Participant agrees to pay to the Company or the Employer, including through withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may cause refuse to issue or deliver the required minimum tax withholding obligation to be satisfied, in whole or in part, by withholding from LTIP Units granted to the Recipient with an aggregate value that would satisfy the withholding amount due. The obligations issuable upon vesting of the Company under this Agreement shall be conditional on such payment Award LTIP Units, or arrangementsthe proceeds of the disposition thereof, and if Participant fails to comply with Participant’s obligations in connection with the Company and its subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Recipient. BY SIGNING THIS AGREEMENT, THE RECIPIENT REPRESENTS THAT HE OR SHE HAS REVIEWED WITH HIS OR HER OWN TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT HE OR SHE IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. THE RECIPIENT UNDERSTANDS AND AGREES THAT HE OR SHE (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTTax-Related Items.

Withholding and Taxes. No later than the date as of which an amount first becomes includible in the gross income of the Recipient for income tax purposes or subject Notwithstanding anything to the Federal Insurance Contributions Act withholding with respect to the LTIP Units granted hereundercontrary in this Agreement, the Recipient will pay Company shall be entitled to require payment by the Company or, if appropriate, any of its subsidiaries, or make arrangements satisfactory to the Administrator regarding payment of, any United States federal, state or local or foreign taxes Grantee of any kind sums required by applicable law to be withheld with respect to such amountthe grant or vesting of the Restricted Share Units, the payments in respect of the Dividend Equivalents, or the issuance of the Common Shares hereunder. The Company may cause the required minimum tax withholding obligation to Such payment shall be satisfied, in whole or in part, made by withholding deduction from LTIP Units granted other compensation payable to the Recipient with an aggregate value that would satisfy the withholding amount due. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company and its subsidiaries shall, Grantee (to the extent permitted by law, have the right to deduct any Section 409A) or in such taxes from any payment otherwise due other form of consideration acceptable to the RecipientCompany which may, in the sole discretion of the Committee, include: (i) Cash or check; (ii) Withholding of Common Shares issuable under this Award or surrender of other Common Shares otherwise held by the Grantee (including, without limitation, Common Shares that have vested prior to or concurrent with the issuance of Common Shares hereunder, whether in connection with this Award or otherwise, but excluding Common Shares that remain subject to any vesting or holding period requirements) having a fair market value equal to the amounts withheld; provided that the number of Common Shares which may be so withheld or surrendered shall be no greater than the number of Common Shares which have a fair market value on the date of withholding or surrender equal to the aggregate amount of the withholding taxes based on the maximum statutory withholding rates in the Grantee’s applicable jurisdiction for federal, state, local and foreign income tax and payroll tax purposes that are applicable to his or her taxable income; or (iii) Other property acceptable to the Committee. BY SIGNING THIS AGREEMENTThe Company shall not be obligated to deliver any new certificate representing the Common Shares issued to the Grantee or the Grantee’s legal representative hereunder or enter such Common Shares in book entry form unless and until the Grantee or the Grantee’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, THE RECIPIENT REPRESENTS THAT HE OR SHE HAS REVIEWED WITH HIS OR HER OWN TAX ADVISORS THE FEDERALstate and local taxes applicable to the taxable income of the Grantee resulting from the grant and vesting of the Restricted Share Units, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT HE OR SHE IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. THE RECIPIENT UNDERSTANDS AND AGREES THAT HE OR SHE (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTthe Dividend Equivalents and the issuance of Common Shares hereunder.

Withholding and Taxes. No later than the date as of which an amount first becomes includible in the your gross income of the Recipient for income tax purposes or subject to the Federal Insurance Contributions Act withholding with respect to the LTIP Units granted hereunder, the Recipient you will pay to the Company or, if appropriate, any of its subsidiariesCompany, or make arrangements satisfactory to the Administrator Committee regarding payment of, any United States federal, state or local or foreign taxes of any kind required by law to be withheld with respect to such amount. The Company may cause the required minimum tax withholding obligation to be satisfied, in whole or in part, by withholding from LTIP Units granted to the Recipient you with an aggregate value that would satisfy the withholding amount duedue subject to the terms of the Plan. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company and its subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Recipientyou. BY SIGNING THIS AGREEMENT, THE RECIPIENT REPRESENTS YOU REPRESENT THAT HE OR SHE HAS YOU HAVE REVIEWED WITH HIS OR HER OWN YOUR TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT HE OR SHE IS YOU ARE RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. THE RECIPIENT UNDERSTANDS YOU UNDERSTAND AND AGREES AGREE THAT HE OR SHE YOU (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Withholding and Taxes. No later than the date as of which an amount first becomes includible in the gross income of the Recipient for income tax purposes or subject Notwithstanding anything to the Federal Insurance Contributions Act withholding with respect to the LTIP Units granted hereundercontrary in this Agreement, the Recipient will pay Company shall be entitled to require payment by the Company or, if appropriate, any of its subsidiaries, or make arrangements satisfactory to the Administrator regarding payment of, any United States federal, state or local or foreign taxes Grantee of any kind sums required by applicable law to be withheld with respect to the grant of the Notional Units or the grant or vesting of the Restricted Shares related thereto, or the payments in respect of the Dividend Equivalents. Such payment shall be made by deduction from other compensation payable to the Grantee or in such amountother form of consideration acceptable to the Company which may, in the sole discretion of the Committee, include: (i) Cash or check; (ii) Withholding of vested Common Shares issuable under this Award or surrender of other Common Shares otherwise held by the Grantee (including, without limitation, Common Shares that have vested prior to or concurrent with the issuance of Common Shares hereunder, whether in connection with this Award or otherwise, but excluding Common Shares that remain subject to any vesting or holding period requirements) having a fair market value equal to the amounts withheld; provided that the number of Common Shares which may be so withheld or surrendered shall be no greater than the number of Common Shares which have a fair market value on the date of withholding or surrender equal to the aggregate amount of the withholding taxes based on the maximum statutory withholding rates in the Grantee’s applicable jurisdiction for federal, state, local and foreign income tax and payroll tax purposes that are applicable to his or her taxable income; or (iii) Other property acceptable to the Committee. The Company may cause shall not be obligated to deliver any new certificate representing the required minimum tax withholding obligation to be satisfied, in whole or in part, by withholding from LTIP Units granted Restricted Shares to the Recipient with an aggregate value that would satisfy Grantee or the withholding Grantee’s legal representative or enter such Restricted Shares in book entry form unless and until the Grantee or the Grantee’s legal representative shall have paid or otherwise satisfied in full the amount due. The obligations of all federal, state and local taxes applicable to the taxable income of the Company under this Agreement shall be conditional on such payment Grantee resulting from the grant of the Notional Units or arrangements, and the Company and its subsidiaries shall, to grant or vesting of Restricted Shares related thereto or the extent permitted by law, have payments in respect of the right to deduct any such taxes from any payment otherwise due to the Recipient. BY SIGNING THIS AGREEMENT, THE RECIPIENT REPRESENTS THAT HE OR SHE HAS REVIEWED WITH HIS OR HER OWN TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT HE OR SHE IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. THE RECIPIENT UNDERSTANDS AND AGREES THAT HE OR SHE (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTDividend Equivalents.

Withholding and Taxes. No later than the date as of which an amount first becomes includible in the gross income of the Recipient for income tax purposes or subject to the Federal Insurance Contributions Act withholding with respect to the LTIP Units granted hereunder, the Recipient will pay to the Company or, if appropriate, any of its subsidiaries, or make arrangements satisfactory to the Administrator regarding payment of, any United States federal, state or local or foreign taxes of any kind required by law to be withheld with respect to such amount. The Company may cause the required minimum tax withholding obligation to be satisfied, in whole or in part, by withholding from LTIP Units granted to the Recipient with an aggregate value that would satisfy the withholding amount due. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company and its subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Recipient. BY SIGNING THIS AGREEMENT, THE RECIPIENT REPRESENTS THAT HE OR SHE HAS REVIEWED WITH HIS OR HER OWN TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT HE OR SHE IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. THE RECIPIENT UNDERSTANDS AND AGREES THAT HE OR SHE (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.. Exhibit 10.27

Withholding and Taxes. No later than Anything to the date contrary notwithstanding, all payments required to be made by the Company hereunder to Xxxxxxx or his beneficiaries, including his estate, shall be subject to withholding and deductions as the Company may reasonably determine it should withhold or deduct pursuant to any applicable law or regulation. In lieu of which an amount first becomes includible withholding or deducting such amounts in whole or in part the gross income Company may, in its sole discretion, accept other provision for payment as permitted by law, provided it is satisfied in its sole discretion that all requirements of law affecting its responsibilities to withhold such taxes have been satisfied. In the Recipient event it shall be determined that any payments, distributions, or benefits of any type by the Company to or for income tax purposes the benefit of Xxxxxxx, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Total Payments”), would be subject to the Federal Insurance Contributions Act withholding with respect to excise tax imposed by Section 4999 of the LTIP Units granted hereunder, Internal Revenue Code (the Recipient will pay to the Company or, if appropriate, “Code”) or any of its subsidiaries, interest or make arrangements satisfactory to the Administrator regarding payment of, any United States federal, state or local or foreign taxes of any kind required by law to be withheld penalties with respect to such amountexcise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then Xxxxxxx shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Xxxxxxx of all taxes (including additional excise taxes under said Section 4999, and any interest and penalties imposed with respect to any taxes) imposed upon the Gross-Up Payment, Xxxxxxx retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments. Notwithstanding anything in this Agreement to the contrary, it is the intention of the parties that this Agreement comply with Section 409A of the Code and any regulations and other guidance issued thereunder, and this Agreement and. the payment of any benefits hereunder shall be operated and administered accordingly. Specifically, but not by limitation, Xxxxxxx agrees that if, at the time of termination of employment, the Company is considered to be publicly traded and he is considered to be a specified employee, as defined in Section 409A, then some or all of such payments to be made hereunder as a result of his termination of employment shall be deferred for no more than six (6) months following such termination of employment, if and to the extent the delay in such payment is necessary in order to comply with the requirements of Section 409A of the Code. Upon expiration of such six (6) month period (or, if earlier, his death), any payments so withheld hereunder from Xxxxxxx hereunder shall be distributed to Xxxxxxx, with a payment of interest thereon credited at a rate of prime plus 1 % (with such prime rate to be determined as of the actual payment date). With respect to any amount of expenses eligible for reimbursement that is required to be included in Xxxxxxx’x gross income for federal income tax purposes, such expenses shall be reimbursed to Xxxxxxx no later than December 31 of the year following the year in which Xxxxxxx incurs the related expenses. In no event shall the amount of expenses (or in-kind benefits) eligible for reimbursement in one taxable year affect the amount of expenses (or in-kind benefits) eligible for reimbursement in any other taxable year (except for those medical reimbursements referred to in Section 105(b) of the Internal Revenue Code of 1986), nor shall Xxxxxxx’x right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. If the benefits payable hereunder constitute deferred compensation within the meaning of Section 409A of the Code, then Xxxxxxx shall execute and deliver to the Company such release within 60 days following the receipt of the general release, or if later, immediately following the expiration of any revocation period required by law. Benefits that would have otherwise been payable during such 60-day period shall be accumulated and paid on the 60th day following Xxxxxxx’x termination, provided such release shall have been executed and such revocation periods shall have expired. If a bona fide dispute exists, then Xxxxxxx shall deliver a written notice of the nature of the dispute to the Company within 30 days following receipt of such general release. Benefits shall be deemed forfeited if the release (or a written notice of a bona fide dispute) is not executed and delivered to the Company within the time specified herein. Notwithstanding anything in this Agreement to the contrary, if any payment or benefit provided by the Company to or for the benefit of Xxxxxxx, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “409A Payment”) is subject to the tax imposed by Section 409A, including any interest or penalties incurred by Xxxxxxx with respect to such tax (such tax, interest and penalties are hereinafter collectively referred to as the “409A Tax”), then Xxxxxxx shall be entitled to receive an additional payment (a “409A Gross-Up Payment”) in an amount such that, after payment by Xxxxxxx of all taxes (and any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and 409A Tax imposed upon the 409A Gross-Up Payment, Xxxxxxx retains an amount of the 409A Gross-Up Payment equal to the 409A Tax imposed upon the 409A Payments. The 409A Gross-Up Payment shall be paid no later than the end of Xxxxxxx’x taxable year next following the taxable year in which the 409A Tax (and any income or other related taxes or interest or penalties thereon) on a 409A Payment are remitted to the Internal Revenue Service or any other applicable taxing authority. Notwithstanding any other provision of this Section 17, the Company may cause the required minimum tax withholding obligation to be satisfiedmay, in whole or in partits sole discretion, by withholding from LTIP Units granted withhold and pay over to the Recipient with an aggregate value that would satisfy Internal Revenue Service or any other applicable taxing authority, for the withholding amount duebenefit of Xxxxxxx, all or any portion of any 409A Gross-Up Payment, and Xxxxxxx hereby consents to such withholding. The obligations Termination of the Company employment, or words of similar import, used in this Agreement means, for purposes of any payments under this Agreement shall be conditional on such payment or arrangementsthat are payments of deferred compensation subject to Section 409A of the Code, “separation from service” as defined in Section 409A of the Code and the Company and its subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Recipient. BY SIGNING THIS AGREEMENT, THE RECIPIENT REPRESENTS THAT HE OR SHE HAS REVIEWED WITH HIS OR HER OWN TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT HE OR SHE IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. THE RECIPIENT UNDERSTANDS AND AGREES THAT HE OR SHE (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTregulations promulgated thereunder.

Withholding and Taxes. No later than the date as of which an amount first becomes includible in the your gross income of the Recipient for income tax purposes or subject to the Federal Insurance Contributions Act withholding with respect to the LTIP Units granted hereunder, the Recipient you will pay to the Company or, if appropriate, any of its subsidiaries, or make arrangements satisfactory to the Administrator Committee regarding payment of, any United States federal, state or local or foreign taxes of any kind required by law to be withheld with respect to such amount. The Company may cause the required minimum tax withholding obligation to be satisfied, in whole or in part, by withholding from LTIP Units granted to the Recipient you with an aggregate value that would satisfy the withholding amount duedue subject to the terms of the Plan. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company and its subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Recipientyou. BY SIGNING THIS AGREEMENT, THE RECIPIENT REPRESENTS YOU REPRESENT THAT HE OR SHE HAS YOU HAVE REVIEWED WITH HIS OR HER OWN YOUR TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT HE OR SHE IS YOU ARE RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. THE RECIPIENT UNDERSTANDS YOU UNDERSTAND AND AGREES AGREE THAT HE OR SHE YOU (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Withholding and Taxes. No later than (a) Anything to the date contrary notwithstanding, all payments required to be made by the Company hereunder to Xxxxxxx or his beneficiaries, including his estate, shall be subject to withholding and deductions as the Company may reasonably determine it should withhold or deduct pursuant to any applicable law or regulation. In lieu of which an amount first becomes includible withholding or deducting such amounts in whole or in part the gross income Company may, in its sole discretion, accept other provision for payment as permitted by law, provided it is satisfied in its sole discretion that all requirements of law affecting its responsibilities to withhold such taxes have been satisfied. In the Recipient event it shall be determined that any payments, distributions, or benefits of any type by the Company to or for income tax purposes the benefit of Xxxxxxx, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Total Payments”), would be subject to the Federal Insurance Contributions Act withholding with respect to excise tax imposed by Section 4999 of the LTIP Units granted hereunder, the Recipient will pay to the Company or, if appropriate, Code or any of its subsidiaries, interest or make arrangements satisfactory to the Administrator regarding payment of, any United States federal, state or local or foreign taxes of any kind required by law to be withheld penalties with respect to such amountexcise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then Xxxxxxx shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Xxxxxxx of all taxes (including additional excise taxes under said Section 4999, and any interest and penalties imposed with respect to any taxes) imposed upon the Gross-Up Payment, Xxxxxxx retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments. Notwithstanding anything in this Agreement to the contrary, it is the intention of the parties that this Agreement comply with Section 409A of the Code and any regulations and other guidance issued thereunder, and this Agreement and. the payment of any benefits hereunder shall be operated and administered accordingly. Specifically, but not by limitation, Xxxxxxx agrees that if, at the time of termination of employment, the Company is considered to be publicly traded and he is considered to be a specified employee, as defined in Section 409A, then some or all of such payments to be made hereunder as a result of his termination of employment shall be deferred for no more than six (6) months following such termination of employment, if and to the extent the delay in such payment is necessary in order to comply with the requirements of Section 409A of the Code. Upon expiration of such six (6) month period (or, if earlier, his death), any payments so withheld hereunder from Xxxxxxx hereunder shall be distributed to Xxxxxxx, with a payment of interest thereon credited at a rate of prime plus 1 % (with such prime rate to be determined as of the actual payment date). With respect to any amount of expenses eligible for reimbursement that is required to be included in Xxxxxxx’x gross income for federal income tax purposes, such expenses shall be reimbursed to Xxxxxxx no later than December 31 of the year following the year in which Xxxxxxx incurs the related expenses. In no event shall the amount of expenses (or in-kind benefits) eligible for reimbursement in one taxable year affect the amount of expenses (or in-kind benefits) eligible for reimbursement in any other taxable year (except for those medical reimbursements referred to in Section 105(b) of the Internal Revenue Code of 1986), nor shall Xxxxxxx’x right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. If the benefits payable hereunder constitute deferred compensation within the meaning of Section 409A of the Code, then Xxxxxxx shall execute and deliver to the Company such release within 60 days following the receipt of the general release, or if later, immediately following the expiration of any revocation period required by law. Benefits that would have otherwise been payable during such 60-day period shall be accumulated and paid on the 60th day following Xxxxxxx’x termination, provided such release shall have been executed and such revocation periods shall have expired. If a bona fide dispute exists, then Xxxxxxx shall deliver a written notice of the nature of the dispute to the Company within 30 days following receipt of such general release. Benefits shall be deemed forfeited if the release (or a written notice of a bona fide dispute) is not executed and delivered to the Company within the time specified herein. Notwithstanding anything in this Agreement to the contrary, if any payment or benefit provided by the Company to or for the benefit of Xxxxxxx, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “409A Payment”) is subject to the tax imposed by Section 409A, including any interest or penalties incurred by Xxxxxxx with respect to such tax (such tax, interest and penalties are hereinafter collectively referred to as the “409A Tax”), then Xxxxxxx shall be entitled to receive an additional payment (a “409A Gross-Up Payment”) in an amount such that, after payment by Xxxxxxx of all taxes (and any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and 409A Tax imposed upon the 409A Gross-Up Payment, Xxxxxxx retains an amount of the 409A Gross-Up Payment equal to the 409A Tax imposed upon the 409A Payments. The 409A Gross-Up Payment shall be paid no later than the end of Xxxxxxx’x taxable year next following the taxable year in which the 409A Tax (and any income or other related taxes or interest or penalties thereon) on a 409A Payment are remitted to the Internal Revenue Service or any other applicable taxing authority. Notwithstanding any other provision of this Section 17, the Company may cause the required minimum tax withholding obligation to be satisfiedmay, in whole or in partits sole discretion, by withholding from LTIP Units granted withhold and pay over to the Recipient with an aggregate value that would satisfy Internal Revenue Service or any other applicable taxing authority, for the withholding amount duebenefit of Xxxxxxx, all or any portion of any 409A Gross-Up Payment, and Xxxxxxx hereby consents to such withholding. The obligations Termination of the Company employment, or words of similar import, used in this Agreement means, for purposes of any payments under this Agreement shall be conditional on such payment or arrangementsthat are payments of deferred compensation subject to Section 409A of the Code, “separation from service” as defined in Section 409A of the Code and the Company and its subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Recipient. BY SIGNING THIS AGREEMENT, THE RECIPIENT REPRESENTS THAT HE OR SHE HAS REVIEWED WITH HIS OR HER OWN TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT HE OR SHE IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. THE RECIPIENT UNDERSTANDS AND AGREES THAT HE OR SHE (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTregulations promulgated thereunder.

Withholding and Taxes. No later than the date as of which an amount first becomes includible in the gross income of the Recipient for income tax purposes or subject Notwithstanding anything to the Federal Insurance Contributions Act withholding with respect to the LTIP Units granted hereundercontrary in this Agreement, the Recipient will pay Company shall be entitled to require payment by the Company or, if appropriate, any of its subsidiaries, or make arrangements satisfactory to the Administrator regarding payment of, any United States federal, state or local or foreign taxes Grantee of any kind sums required by applicable law to be withheld with respect to such amountthe grant of the Notional Units or the issuance of the Common Shares related thereto, or the payments in respect of the Dividend Equivalents. The Company may cause the required minimum tax withholding obligation to Such payment shall be satisfied, in whole or in part, made by withholding deduction from LTIP Units granted other compensation payable to the Recipient with an aggregate value that would satisfy the withholding amount due. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company and its subsidiaries shall, Grantee (to the extent permitted by law, have the right to deduct any Section 409A) or in such taxes from any payment otherwise due other form of consideration acceptable to the RecipientCompany which may, in the sole discretion of the Committee, include: US-DOCS\99677923.5 (i) Cash or check; (ii) Withholding of vested Common Shares issuable under this Award or surrender of other Common Shares otherwise held by the Grantee (including, without limitation, Common Shares that have vested prior to or concurrent with the issuance of Common Shares hereunder, whether in connection with this Award or otherwise, but excluding Common Shares that remain subject to any vesting or holding period requirements) having a fair market value equal to the amounts withheld; provided that the number of Common Shares which may be so withheld or surrendered shall be no greater than the number of Common Shares which have a fair market value on the date of withholding or surrender equal to the aggregate amount of the withholding taxes based on the maximum statutory withholding rates in the Grantee’s applicable jurisdiction for federal, state, local and foreign income tax and payroll tax purposes that are applicable to his taxable income; or (iii) Other property acceptable to the Committee. BY SIGNING THIS AGREEMENTThe Company shall not be obligated to deliver any new certificate representing the Common Shares issuable hereunder to the Grantee or the Grantee’s legal representative or enter such Common Shares in book entry form unless and until the Grantee or the Grantee’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, THE RECIPIENT REPRESENTS THAT HE OR SHE HAS REVIEWED WITH HIS OR HER OWN TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT HE OR SHE IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. THE RECIPIENT UNDERSTANDS AND AGREES THAT HE OR SHE (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTstate and local taxes applicable to the taxable income of the Grantee resulting from the grant of the Notional Units or the issuance of Common Shares related thereto or the payments in respect of the Dividend Equivalents.