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. (a) Subject to this Section 2.3, Honda will deliver to the Purchaser on the Closing Date the Section 116 Certificate (as defined below) issued pursuant to Section 116 of the Tax Act in respect of the sale of the Purchased Shares previously owned by Honda (the “Honda Purchased Shares”) to the Purchaser.
(b) If a certificate issued by the Minister of National Revenue pursuant to Section 116 of the Tax Act in respect of the sale of the Honda Purchased Shares to the Purchaser, specifying a certificate limit in an amount which is not less than the Initial Purchase Price (the “Section 116 Certificate”), is not delivered to the Purchaser on or before the Closing Date, the Purchaser will be entitled to withhold from the Initial Purchase Price and shall pay to Honda’s Solicitors, as escrow agent (the “Tax Escrow Agent”), pursuant to an escrow agreement to be agreed upon by the parties, acting reasonably, an amount equal to 25% of the Initial Purchase Price in respect of the sale of the Honda Purchased Shares (the “Remittance Amount”), which the Purchaser may be required to remit pursuant to Section 116 of the Tax Act in connection with such purchase.
(c) If Honda obtains and delivers to the Purchaser a letter from the Canada Revenue Agency (the “CRA”) authorizing the Purchaser to retain the Remittance Amount pending the completion of the CRA’s review of the application for the Section 116 Certificate (the “Letter”), the Purchaser shall direct the Tax Escrow Agent to continue to hold the Remittance Amount until either: (1) the CRA subsequently notifies the Purchaser that it may no longer rely upon the Letter in order to validly refrain from remitting the Remittance Amount to the CRA; or (2) the CRA issues the Section 116 Certificate and Honda delivers such certificate to the Purchaser.
(d) If the Purchaser has withheld an amount pursuant to Section 2.3(b) and Honda does not deliver to the Purchaser, prior to the 25th day after the end of the month in which the Closing Date occurs, the Section 116 Certificate or the Letter, the Purchaser may direct the Tax Escrow Agent to remit to the Receiver General for Canada, on its behalf, the Remittance Amount pursuant to Section 116 of the Tax Act and the amount so remitted shall be credited to the Purchaser as payment of the amount owing to Honda in respect of the Initial Purchase Price.
(e) If the Letter is delivered by Honda to the Purchaser, but the CRA subsequently notifies the Purchaser that it may no longer rely upon th...
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. 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. (i) The Buyer will, subject to (S)2(j)(ii) hereof, withhold and promptly pay over to the Internal Revenue Service an amount equal to ten percent (10%) of the sum of (x) the aggregate Stockholder's Portions of the Merger Consideration allocable to the Company Stockholders who or which are foreign persons for purposes of Section 1445 of the Code, and
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. 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 Xxxxxxx'x 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.
