Withholding by COMPANY. (i) All payments by COMPANY hereunder shall be made in full without any deduction or withholding whatsoever, and free and clear of and without any deduction or withholding for or on account of any Taxes, except to the extent that any such deduction or withholding is required by any law in effect at the time of payment. Subject to paragraph (ii) of this Article, if any Taxes or amounts with respect to Taxes must be deducted or withheld, or any other deductions or withholdings must be made, from any amounts payable or paid by COMPANY, [*] and [*] deduction or withholding.
(ii) [*] pursuant to paragraph (i) of this Article with respect to any deduction or withholding [*] if [*] or [*].
Withholding by COMPANY a) All payments by COMPANY hereunder shall be made [ ** ] required to be withheld on amounts payable under this Agreement shall promptly be paid by [ ** ].
b) Selexis shall use its reasonable best efforts to claim any Swiss tax credits that may be used to offset all or a portion of a payment that the Company may owe under this Section 6.3(a). The Parties shall do all such lawful acts and things and sign all such lawful deeds and documents as either Party may reasonably request from the other Party to enable Selexis and COMPANY or its Affiliates or sublicensees to take advantage of any applicable legal provision or any double taxation treaties with the object of Selexis’ enjoyment of full tax credit for amounts deducted or withheld by COMPANY pursuant to paragraph (a). In the event that Selexis is not able to fully enjoy the tax credit in its jurisdiction for amounts so deducted or withheld even after Selexis completed the necessary procedures under any applicable legal provision or any double taxation treaties, [ ** ] shall pay the differences between [ ** ].
Withholding by COMPANY. (a) All payments by COMPANY hereunder shall be [ ** ].
(b) [ ** ] is not obliged to pay any additional amounts pursuant to paragraph (a) above in respect of any deduction or withholding which would not have been required if [ ** ] had completed a declaration, claim, exemption or other form which it is able to complete. Selexis shall use its reasonable best efforts to claim any Swiss tax credits that may be used to offset all or a portion of a payment that the Company may owe under Section 3.5.3(a).
(c) Notwithstanding any other provision in this Agreement, no indemnity under this Section 6 shall arise for [ ** ].
Withholding by COMPANY. 4.3.1. All payments by COMPANY hereunder shall be made in full without any deduction or withholding whatsoever and free and clear of and without any deduction or withholding for or on account of any Taxes, except to the extent that any such deduction or withholding is required by law in effect at the time of payment. If any such deductions or withholdings must be made from any amounts payable or paid by COMPANY, COMPANY shall [***]. Date: October 28, 2013 12 of 27 Opthea
4.3.2. Each PARTY shall execute and deliver such documents, deeds and other papers and take such further actions as may be reasonably required to lawfully enable SELEXIS and COMPANY or their respective Affiliates or Sublicensees to mitigate withholding taxes, such as take advantage of any applicable legal provision or any double taxation treaties, for the purpose of assigning to SELEXIS full tax credit for amounts deducted or withheld by COMPANY pursuant to Article 4.3.1.
Withholding by COMPANY. You authorize the Company to withhold, report and transmit to each tax authority all income, employment and excise tax required to be withheld from any amounts payable under this Agreement. You, and not the Company, will be solely responsible for any and all taxes, including but not limited to, excise taxes under Sections 280G and 409A of the Code, in excess of any required tax withholding under the preceding sentence.
Withholding by COMPANY a) All payments by COMPANY hereunder shall be made in full without any deduction or withholding whatsoever and free and clear of and without any deduction or withholding for or on account of any Taxes, except to the extent that any such deduction or withholding is required by law in effect at the time of payment. Any tax required to be withheld on amounts payable under this Agreement shall promptly be paid by COMPANY on behalf of Selexis to the appropriate governmental authority, and COMPANY shall furnish Selexis with proof of such payment of Taxes.
b) Each Party shall do all such lawful acts and things and execute and deliver such documents, deeds and other papers and take such further actions as may be reasonably required to lawfully enable Selexis and COMPANY or their respective Affiliates to mitigate withholding taxes, such as taking advantage of any applicable legal provisions or any double taxation treaties, for the purpose of assigning to Selexis full tax credit for or recovery of amounts deducted or withheld by COMPANY pursuant to paragraph (a) of this Article. In the event that Selexis is not able to fully enjoy the tax credit in its jurisdiction for amounts so deducted or withheld, or recover such amounts, because COMPANY has failed to comply with this Article, COMPANY shall pay the differences between (i) amounts of deduction or withholding made and (ii) the actual amount of tax credit which Selexis obtained in its jurisdiction, grossed-up by such amount which represents withholding tax not recoverable by Selexis in form of a tax credit or any other form.
Withholding by COMPANY. All payments in cash or by delivery of Shares payable to Employee pursuant to this Agreement shall be made net of all applicable withholding and payroll taxes under federal, state and local laws.
Withholding by COMPANY. (a) All payments by COMPANY hereunder shall be made in full without any deduction or withholding whatsoever and free and clear of and without any deduction or withholding for or on account of any Taxes, except to the extent that any such deduction or withholding is required by law in effect at the same time of payment. Any tax required to be withheld on amounts payable under this Agreement shall promptly be paid by COMPANY on behalf of Selexis to the appropriate governmental authority, and COMPANY shall furnish Selexis with proof of such payment of Taxes, (b) COMPANY is not obliged to pay any additional amounts pursuant to paragraph (a) above in respect of any deduction or withholding which would not have been required if Selexis had completed a declaration, claim, exemption or other form which it is able to complete.
Withholding by COMPANY. (a) All payments by COMPANY hereunder shall be made in full without any deduction or withholding whatsoever and free and clear of and without any deduction or withholding for or on account of any Taxes, except to the extent that any such deduction or withholding is required by law in effect at the time of payment. Any tax required to be withheld on amounts payable under this Agreement shall promptly be paid by COMPANY on behalf of Selexis to the appropriate governmental authority, and COMPANY shall furnish Selexis with proof of such payment of Taxes.
(b) The Parties shall do all such lawful acts and things and sign all such lawful deeds and documents as either Party may reasonably request from the other Party to enable Selexis and COMPANY or its Affiliates to take advantage of any applicable legal provision or any double taxation treaties with the object of Selexis’ enjoyment of full tax credit for amounts deducted or withheld by COMPANY pursuant to paragraph (a).
Withholding by COMPANY. (i) All payments by COMPANY hereunder shall be made in full without any deduction or withholding whatsoever and free and clear of and without any deduction or withholding for or on account of any Taxes, except to the extent that any such deduction or withholding is required by law in effect at the time of payment. Subject to paragraph (ii) of this Article, if any Taxes or amounts with respect to Taxes must be deducted or withheld, or any other deductions or withholdings must be made, from any amounts payable or paid by COMPANY, COMPANY shall pay such additional amounts as may be necessary to ensure that SELEXIS receives and retains (after any deduction or withholding with respect to such additional amount) a net amount equal to the full amount which it would have received had payment not been made subject to Taxes or any other deduction or withholding.
(ii) COMPANY is not required to pay any additional amounts pursuant to paragraph (i) of this Article with respect to any deduction or withholding which would not have been required if SELEXIS had completed a declaration, claim, exemption or other form, subject to reasonable commercial efforts.
