Common use of Withholding and Wage Payments Clause in Contracts

Withholding and Wage Payments. (a) The Buyer, the Company and Archaea shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any amount otherwise payable under this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code or any other provision of applicable Laws; provided, however, that such Person shall, other than in the case of any compensatory payments due to any current or former employees, use commercially reasonable efforts to notify any applicable payee prior to the making of such deduction or withholding and shall reasonably cooperate with such payee to determine whether any such deduction or withholding are required under applicable Law and to use commercially reasonable efforts to obtain any available exemption or reduction of, or otherwise minimize to the extent permitted by applicable Law, such deduction and withholding. To the extent that such withheld amounts are paid over to or deposited with the applicable Governmental Entity on behalf of the Person with respect to whom such withholding was made, such withheld amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such deduction and withholding were made. The Buyer, the Company and Archaea shall provide written notice as soon as is reasonably practicable after becoming aware of any required withholding to each person or entity with respect to whom such withholding is to be made under this Section 2.6(a) and agree to use commercially reasonable efforts to cooperate with each such person or entity to obtain reduction of or relief from such withholding and to resolve any disputes with respect to the requirement to withholding or the amount to be withheld. (b) Notwithstanding the foregoing, to the extent that any amount payable pursuant to this Agreement is being paid to any employee or similar Person of any Group Company that constitutes “wages” or other relevant compensatory amount, such amount shall be deposited in the payroll account of the applicable Group Company and the amounts due to such employee or similar Person (net of withholding) shall be paid to such Person pursuant to the next practicable scheduled payroll of the applicable Group Company.

Withholding and Wage Payments. (a) The Buyer, Buyer and the Company and Archaea shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any amount otherwise payable under this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code or any other provision of applicable Laws; provided, however, that such Person shall, other than in the case except with respect to compensation paid to any payee who is an employee of any compensatory payments due to any current or former employeesof the Utz Companies, use commercially reasonable efforts to notify any applicable the relevant payor will reasonably cooperate with the relevant payee prior to the making of such deduction or deductions and withholding and shall reasonably cooperate with such payee payments to determine whether any such deductions or withholding payments (other than with respect to compensatory payments or any deduction or withholding required by reason of the Sellers’ failure to timely provide the W-9s) are required under applicable Law and to use commercially reasonable efforts to obtain in obtaining any available exemption or reduction of, or otherwise minimize minimizing to the extent permitted by applicable Law, such deduction and withholding. To the extent that such withheld amounts are paid over to or deposited with the applicable Governmental Entity on behalf of the Person with respect to whom such withholding was madeEntity, such withheld amounts shall be treated for all purposes hereof of this Agreement as having been paid to the Person in respect of which such deduction and withholding were made. The Buyer, Buyer and the Company and Archaea shall provide written notice Sellers acknowledge that no withholding is required under applicable U.S. federal income Tax Law as soon in effect as is reasonably practicable after becoming aware of any required withholding to each person or entity the Effective Date (other than with respect to whom such compensatory payments or any deduction or withholding is required by reason of the Sellers’ failure to be made under this Section 2.6(atimely provide the W-9s) and agree to use commercially reasonable efforts to cooperate with each such person or entity to obtain reduction of or relief from such withholding and to resolve any disputes with respect to any amounts payable by the requirement Buyer to withholding or the amount to be withheldSellers under this Agreement. (b) Notwithstanding the foregoing, to the extent that any amount payable pursuant to this Agreement is being needs to be paid to any employee or similar Person of any Group Xxx Company that constitutes “wages” or other relevant compensatory amount, such amount shall be deposited in the payroll account of the applicable Group Xxx Company and the amounts due to such employee or similar Person (net of any required Tax withholding) shall be paid to such Person pursuant to the next practicable scheduled payroll of the applicable Group Xxx Company.

Withholding and Wage Payments. (a) The Buyer, the Company Company, the Surviving Company, the Transfer Agent and Archaea their Affiliates and agents shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any amount otherwise payable under this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code or any other provision of applicable Laws; provided, however, that such Person shallprovided that, other than with respect to withholding (i) with respect to any payments in the case nature of compensation, (ii) attributable to the failure of any compensatory payments due Person to provide any Tax documents required in connection with any Letter of Transmittal pursuant to Section 3.5, or Section 3.7(e) or Section 3.8(b), or (iii) required under Section 1446(f) of the Code as a result of the payee’s failure or inability to provide an IRS Form W-9 in connection with its Letter of Transmittal or otherwise establish an exemption, prior to Closing, the Buyer will (or will cause the Transfer Agent to) prior to any current deduction or former employees, withholding use commercially reasonable efforts to (A) notify the Company of any applicable payee prior to anticipated withholding, (B) consult with the making of such deduction or withholding and shall reasonably cooperate with such payee Company in good faith to determine whether any such deduction or and withholding are is required under applicable Law and (C) reasonably cooperate with the Company to use commercially reasonable efforts to obtain minimize the amount of any available exemption or reduction of, or otherwise minimize to the extent permitted by such applicable Law, such deduction and withholding. To the extent that such withheld amounts are paid over to or deposited with the applicable Governmental Entity on behalf of the Person with respect to whom such withholding was madeEntity, such withheld amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such deduction and withholding were made. The Buyer, the Company and Archaea shall provide written notice as soon as is reasonably practicable after becoming aware of any required withholding to each person or entity with respect to whom such withholding is to be made under this Section 2.6(a) and agree to use commercially reasonable efforts to cooperate with each such person or entity to obtain reduction of or relief from such withholding and to resolve any disputes with respect to the requirement to withholding or the amount to be withheld. (b) Notwithstanding the foregoing, to the extent that any amount payable pursuant to this Agreement is being paid to any employee or similar Person of any Group Company that constitutes “wages” or other relevant compensatory amount, such amount shall be deposited in the payroll account of the applicable Group Company and the amounts due to such employee or similar Person (net of withholding) shall be paid to such Person pursuant to the next practicable scheduled payroll of the applicable Group Company.

Withholding and Wage Payments. (a) The Buyer, Buyer and the Company and Archaea shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any amount otherwise payable under this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code or any other provision of applicable Laws; provided, however, that such Person shallprovided that, other than with respect to withholding (i) with respect to any payments in the case nature of compensation, (ii) attributable to the failure of any compensatory payments due Person to provide the documents described in Sections 3.6(h) or 3.7(b) or required under any Letter of Transmittal, or (iii) required under Section 1446(f) of the Code, the Buyer will (or will cause the Transfer Agent to) prior to any current deduction or former employees, withholding use commercially reasonable efforts to (A) notify the Equityholder Representative of any applicable payee prior to anticipated withholding, (B) consult with the making of such deduction or withholding and shall reasonably cooperate with such payee Equityholder Representative in good faith to determine whether any such deduction or and withholding are is required under applicable Law and (C) reasonably cooperate with the Equityholder Representative to use commercially reasonable efforts to obtain minimize the amount of any available exemption or reduction of, or otherwise minimize to the extent permitted by such applicable Law, such deduction and withholding. To the extent that such withheld amounts are paid over to or deposited with the applicable Governmental Entity on behalf of the Person with respect to whom such withholding was madeEntity, such withheld amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such deduction and withholding were made. The Buyer, the Company and Archaea shall provide written notice as soon as is reasonably practicable after becoming aware of any required withholding to each person or entity with respect to whom such withholding is to be made under this Section 2.6(a) and agree to use commercially reasonable efforts to cooperate with each such person or entity to obtain reduction of or relief from such withholding and to resolve any disputes with respect to the requirement to withholding or the amount to be withheld. (b) Notwithstanding the foregoing, to the extent that any amount payable pursuant to this Agreement is being paid to any employee or similar Person of any Group Company that constitutes “wages” or other relevant compensatory amount, such amount shall be deposited in the payroll account of the applicable Group Company and the amounts due to such employee or similar Person (net of withholding) shall be paid to such Person pursuant to the next practicable scheduled payroll of the applicable Group Company.