Withholding Matters Sample Clauses
The "Withholding Matters" clause defines the rights and obligations of parties regarding the withholding of payments, typically in the context of taxes or other required deductions. It specifies when and how a party may withhold amounts from payments due, such as for tax withholding required by law or in response to regulatory obligations. This clause ensures that parties comply with legal requirements for withholding and clarifies the process for handling such deductions, thereby reducing the risk of non-compliance and disputes over payment amounts.
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. If the Corporation is so required to withhold or deduct any amount for, or on account of, Withholding Taxes from any payment made under or with respect to the Debentures, the Corporation shall deduct and withhold such Withholding Taxes from any payment to be made or with respect to the Debentures and, provided that the Corporation forthwith remits such amount to the relevant governmental authority or agency, the amount of any such deduction or withholding will be considered an amount paid in satisfaction of the Corporation’s obligations under the Debentures. There is no obligation on the Corporation to gross-up or pay additional amounts to a holder of Debentures in respect of such deductions or withholdings. For greater certainty, if any amount is required to be deducted or withheld in respect of Withholding Taxes upon a conversion of a Debenture, the Corporation shall be entitled to liquidate such number of Common Shares (or other securities) issuable as a result of such conversion as shall be necessary in order to satisfy such requirement. 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. (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. 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. 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. Notwithstanding anything to the contrary in this Agreement, the Company (or an agent acting on behalf of the Company) shall be entitled to withhold or deduct from any payment or delivery in respect of the Units, the Notes, the Purchase Contracts or the Common Shares such amounts that the Company believes it or such agent is required to withhold by law. The Company (or an agent acting on behalf of the Company) may request a Holder or Beneficial Holder to 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). If the Company (or an agent acting on behalf of the Company) is required to so withhold or deduct in respect of the Notes (or the portion of the Unit that is the Note), the Company shall pay such Additional Amounts as may be required under the Indenture. [Signature Pages Follow]
Withholding Matters. If the Corporation is required to withhold or deduct any Indemnified Taxes from an amount payable by it in respect of any Debentures, then, notwithstanding any other term of this Indenture (i) the Corporation will pay on behalf of each holder such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each holder after such withholding or deduction (and after deducting any Indemnified Taxes on such Additional Amounts) will not be less than the amount the holder would have received if such Indemnified Taxes had not been withheld or deducted, (ii) the Corporation shall make such deductions and (iii) the Corporation shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. Notwithstanding the foregoing, no Additional Amounts will be payable to a holder in respect of a particular payment made to such holder under or with respect to particular Debentures for Indemnified Taxes: (A) if such holder is subject to such Indemnified Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the mere acquisition, holding or disposition of such particular Debentures or the receipt of payments thereunder or enforcement of rights thereunder;
Withholding Matters. 17 (k) Net Quick Asset Adjustment.........................................................19 (l) Further Assurances.................................................................22
Withholding Matters. Each of Parent, the Company and its Subsidiaries, the Exchange Agent, and their respective agents (each, a “Withholding Agent”) will be entitled to deduct and withhold from any amount payable or deliverable to any Person under this Agreement or any Ancillary Agreement the amounts that such Withholding Agent is required to deduct and withhold under the Code or any other applicable Law, provided, that in the event a Withholding Agent determines that any deduction and withholding is so required, such Withholding Agent shall use commercially reasonable efforts to provide prior notice of the same to the Person in respect of which such deduction and withholding is required (or, in the event that Parent determines that any deduction or withholding is required with respect to any of the Stock Consideration or the Warrant Consideration, to the Company) as soon as reasonably practicable, and shall reasonably cooperate with such Person to reduce or eliminate such deduction and withholding. To the extent that amounts are so withheld and paid over to the applicable Governmental Body, such withheld amounts will be treated as having been paid to the Person in respect of which such amounts were withheld. For the avoidance of doubt, this Section 1.12 shall not govern any Taxes payable to any PRC taxing authority in connection with Announcement 7, which shall be governed exclusively by the Letter of Transmittal.