Withholding Matters Sample Clauses

Withholding Matters. (i) The Company, its Affiliates, as applicable, and Participant shall comply with all federal and state laws and regulations respecting the withholding, deposit, and payment of any income, employment (including Federal Insurance Contributions Act (“FICA”) taxes), or other taxes relating to the Subject Award, including with respect to Distribution Equivalent Payments described in Section 5 of this Agreement. Such withholding shall be made by the Company or its Affiliates in accordance with the applicable withholding laws and regulations that are in effect at the time such withholding is required. Participant shall pay to the Company or its Affiliates, or make arrangements satisfactory to the Company or its Affiliates regarding payment of, any such withholding with respect to (A) Distribution Equivalent Payments and (B) the Restricted Incentive Units. (ii) Participant shall, to the extent permitted by law, have the right to elect for the Company or its Affiliates to withhold Units to which Participant is otherwise entitled upon the vesting of the Restricted Incentive Units (or Participant may deliver to the Company other unrestricted Units owned by Participant or deliver to the Company or its Affiliates Units that Participant has previously acquired), in each case valued at the Fair Market Value of such Units at the time of such withholding by, or delivery to, the Company or its Affiliates, to satisfy the obligation of Participant under Section 6(b)(i) of this Agreement (it being understood that the Fair Market Value of all such Units withheld or delivered may not exceed the amount of withholding due based on the withholding rate(s) applied by the Company, in its discretion, in accordance with the applicable withholding laws and regulations that are in effect at the time such withholding is required); provided, however, that in no event shall any Units (or cash) that may be delivered hereunder be used to satisfy any FICA taxes that become due as a result of Participant being or becoming eligible for Retirement, Qualifying Termination or Qualifying Disability without having undergone such termination. Any payment of required withholding taxes by Participant in the form of Units shall not be permitted if it would result in an accounting charge with respect to such Units used to pay such taxes unless otherwise approved by the Committee. (iii) Any provision of this Agreement to the contrary notwithstanding, if Participant does not otherwise satisfy the obligatio...

Withholding Matters. All payments to be made or benefits to be provided hereunder by the Company will be subject to required withholding of federal, state and local income and employment taxes and related reporting requirements.

Withholding Matters. The Members shall comply with the requirements contained in the Code and comparable tax laws of any state in which the Company is engaged in business regarding tax withholding on income that is allocated to, or distributions made to, Members who are non-U.S. persons and/or nonresidents of a particular state or jurisdiction (the “Member Withholding Law”). The Manager is hereby authorized and directed by each Member to withhold from the distributions or other amounts payable to such Member under the Agreement such amount or amounts (“Required Member Withholding”) as it reasonably determines is required by the Member Withholding Law, and to remit the Required Member Withholding to the Internal Revenue Service and/or such other applicable state taxing agency at such time or times as may from time to time be required by the relevant taxing authority. If the Manager determines at any time that the Required Member Withholding with respect to a particular Member exceeds the amount of distributions or other amounts payable to such Member at such time (a “Cash Shortfall”), the Member in question shall immediately make a cash contribution to the Company equal to the amount of such Cash Shortfall, which the Manager shall use to effectuate the Required Member Withholding. The amount of the Cash Shortfall so contributed shall not be treated as a capital contribution for purposes of the Agreement and the associated remittance to the taxing authority shall not be treated as a distribution for purposes of the Agreement. When remitting the Required Member Withholding, the Manager shall inform the relevant taxing authority of the name and tax identification number of the Member for whose account such Required Member Withholding is being made.

Withholding Matters. Notwithstanding anything to the contrary in this Agreement, the Company (or an agent acting on behalf of the Company) shall be entitled to reduce or otherwise set-off against any payment or issuance made or deemed made to Holders or Beneficial Holders in respect of the Units, the Notes, the Purchase Contracts or the Common Stock such amounts that the Company believes it or such agent is required to withhold by law. For the avoidance of doubt and without limiting the foregoing, if the Company is required to pay any withholding taxes on behalf of a Holder or Beneficial Holder as a result of an adjustment to the Settlement Rate or otherwise, in the absence of an actual cash payment from which the Company is able to satisfy such withholding, the Company may, at its option, set-off such withholding against any present or future payments or issuances to such Holder or Beneficial Holder of cash and/or Common Stock in respect of the Units, the Notes, the Purchase Contracts or Common Stock (including by withholding Common Stock, or cash in lieu of Common Stock, that would otherwise be issuable upon a settlement of the Purchase Contracts). Prior to or upon the occurrence of any event that results in an actual or deemed payment by the Company to Holders or Beneficial Holders in respect of the Units, the Notes, the Purchase Contracts or the Common Stock, the Company (through any such agent) may request a Holder or Beneficial Holder to furnish (and such Holder or Beneficial Holder shall furnish) any appropriate documentation that may be required in order to determine the Company’s withholding obligations under applicable law (including, without limitation, a United States Internal Revenue Service Form W-9, Form W-8BEN, Form W-8BEN-E, or Form W-8ECI, as appropriate).

Withholding Matters. Under Section 1445 of the Code, Buyer is required to deduct and withhold a tax equal to the Section 1445 Deduction from the Closing Purchase Price and Additional Consideration paid at Closing and each subsequent purchase payment paid by Buyer to Seller after Closing. Buyer shall be required to make the following disposition of the Section 1445 Deduction: 3.6.1. In the event that Seller fails to provide the Required Section 1445 Notice to Buyer on or before Closing, Buyer shall pay the Section 1445 Deduction to the IRS within twenty (20) days after the Closing Date with respect to Closing Purchase Price and Additional Consideration paid at the Closing as required by Section 1.1445-1(c) of the Treasury Regulations. 3.6.2. In the event that Seller provides the Required Section 1445 Notice to Buyer on or before Closing, then, at the time of Closing, Buyer shall deposit the Section 1445 Deduction related to the Closing Purchase Price and Additional Consideration paid at Closing into the Tax Escrow Account by wire transfer in immediately available funds. The Section 1445 Deduction shall then be held in the Tax Escrow Account pending determination by the IRS of the Application for Withholding Certificate. On notification from the IRS that the Application for Withholding Certificate has been denied, within twenty (20) days after the date of the mailing of said notification by the IRS the Section 1445 Deduction shall be paid out of the Escrow Account to the IRS. Alternatively, on the receipt of a copy of the Withholding Certificate from the IRS, there shall be paid out of the Escrow Account and over to the IRS within twenty (20) days after the date of the mailing of said Withholding Certificate by the IRS the amount, if any, required to be paid over to the IRS as indicated on the Withholding Certificate with respect to the Closing Purchase Price and Additional Consideration paid at Closing, and the balance in the Escrow Account held with respect to such payments shall be paid over to Seller in accordance with the terms of the Tax Escrow Agreement. The Parties shall promptly provide each other with copies of all notices and other documents received from the IRS with respect to this matter. 3.6.3. With respect to any payments made by Buyer to Seller after the Closing, procedures similar to those set forth in Sections 3.6.1 and 3.6.2 shall apply at the time such payments are made; provided, however, if the Withholding Certificate from the IRS has been received by the ...

Withholding Matters. All payments made by or on behalf of the Corporation under or with respect to the Debentures (including, without limitation, any penalties, interest and other liabilities related thereto) will be made free and clear of and without withholding, or deduction for, or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other liabilities related hereto) imposed or levied by or on behalf of the Government of Canada or the United States or elsewhere, or of any province or territory thereof or by any authority or agency therein or thereof having power to tax (“Withholding Taxes”), unless the Corporation is required by law or the interpretation or administration thereof, to withhold or deduct any amounts for, or on account of Withholding Taxes. The Corporation shall provide the Trustee with copies of receipts or other communications relating to the remittance of such withheld amount or the filing of any forms received from such government authority or agency promptly after receipt thereof.

Withholding Matters. Any payments required to be made pursuant to this Purchase and Sale Agreement (the "Payments") shall be made without any deduction or withholding for or on account of any Tax, except to the extent otherwise required by Applicable Law; provided that (1) if Perrigo provides Buyer with a properly completed and executed Internal Revenue Service ("IRS") Form W-8BEN-E, Buyer acknowledges and agrees that Buyer shall not withhold or deduct any amount from the Purchase Price for or on account of any U.S. Federal Tax, provided that in the event that withholding tax was required under Applicable Law, Perrigo shall indemnify and hold harmless Buyer from any Loss incurred by Buyer in respect of such withholding tax and (2) reasonably in advance of any withholding or deduction by Buyer of any other Taxes from the Purchase Price in accordance with the provisions of this Section 6.1, Buyer shall use reasonable best efforts to provide Perrigo with written notice of Buyer's intention to make such withholding or deduction and a description of the Applicable Law under which Buyer believes it is obligated to make such withholding or deduction, and shall in good faith cooperate with and provide reasonable assistance to Perrigo in obtaining a reduction of or exemption from such withholding or deduction. In the event Buyer is entitled to a refund or credit of Taxes withheld from the Purchase Price or for which it was indemnified by Perrigo, it shall pursue such refund or credit at ▇▇▇▇▇▇▇'▇ sole cost and expense and pay over to Perrigo any refund or credit obtained, provided that in no event shall Buyer be required to pay over any such refund or credit, the payment of which would place Buyer in a less favorable net after-Tax position than the Buyer would have been in if the amount withheld by Buyer or for which it was indemnified by Perrigo and giving rise to such refund had not been withheld or indemnified.

Withholding Matters. 68 ARTICLE 8 - DEFAULT ............................................................................................................ 69 Section 8.1 Section 8.2 Section 8.3 Section 8.4 Section 8.5 Section 8.6 Section 8.7 Section 8.8 Section 8.9 Section 8.10 Section 8.11 Events of Default ..................................................................................... 69 Notice of Events of Default ..................................................................... 70 Waiver of Default .................................................................................... 71 Enforcement by the Trustee ..................................................................... 71 No Suits by Debentureholders ................................................................. 73 Application of Monies by Trustee ........................................................... 73 Notice of Payment by Trustee.................................................................. 74 Trustee May Demand Production of Debentures..................................... 74

Withholding Matters. The Manager shall comply with the requirements contained in Section 1446 of the Code and comparable tax laws of any other State in which the Company is engaged in business (regarding income tax withholding on certain income that is allocated to Members who are non-U.S. persons) and any successor or replacement provision or provisions of law or administrative guidance (the “Foreign Partner Withholding Law”). The Manager is hereby authorized and directed by each Member to withhold from the distributions or other amounts payable to such Member under the Agreement such amount or amounts (“Required Foreign Partner Withholding”) as the Manager reasonably determines are required by the Foreign Partner Withholding Law, and to remit the Required Foreign Partner Withholding to the Internal Revenue Service and/or such other applicable State taxing agency at such time or times as may from time to time be required by the relevant taxing authority. If the Manager determines at any time that the Required Foreign Partner Withholding with respect to a particular Member exceeds the amount of distributions or other amounts payable to such Member at such time (a “Cash Shortfall”), the Member in question shall immediately make a cash contribution to the Company equal to the amount of such Cash Shortfall, which the Manager shall use to effectuate the Required Foreign Partner Withholding. When remitting the Required Foreign Partner Withholding, the Manager shall inform the relevant taxing authority of the name and tax identification number of the Member for whose account such Required Foreign Partner Withholding is being made. In complying with the provisions of this paragraph, the Manager shall be entitled to presume irrebuttably that a Member is subject to the Foreign Partner Withholding Law unless: (i) Such Member shall have previously provided the Manager with a completed and signed certificate of non-foreign status, in a form reasonably required by the Manager, such certificate was furnished to the Manager not earlier than during the third taxable year of the Company preceding the taxable year under consideration, the Manager has not been notified by such partner that its status under such certificate has changed, and the Manager does not have actual knowledge that the status of such Member under such certificate has changed; or (ii) the Manager reasonably determines, based upon all facts and circumstances (including, without limitation, the provisions contained in Revenue ...