Withholding; Other Tax Matters. Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to you shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation.
Withholding; Other Tax Matters. The Participants, the Company and the Operating Partnership, as applicable, shall deduct and withhold any taxes they reasonably deem are appropriate under applicable tax withholding rules from any payment of IPO Consideration to the Holders. As of the Effective Date, for U.S. federal (and applicable state and local) income tax purposes, each Holder shall be treated as the owner of the IPO Consideration to which they are, or will be, entitled pursuant to this Agreement (including, for the avoidance of doubt, any IPO Consideration held in the Escrow Accounts on such Holder’s behalf).
Withholding; Other Tax Matters. All payments made by the Company under this Agreement shall be reduced by any tax or other amounts required to be withheld by the Company under applicable law. This Agreement shall be construed consistent with the intent that all payment and benefits hereunder comply with the requirements of, or the requirements for exemption from, Section 409A. Notwithstanding the foregoing, the Company shall not be liable to the Executive for any failure to comply with any such requirements.
Withholding; Other Tax Matters. Anything to the contrary notwithstanding, (a) all payments required to be made by the Company hereunder to Executive shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation, and (b) all severance payments and benefits payable pursuant to Sections 5(a) and 5(c) hereof shall be subject to the terms and conditions set forth on Exhibit A attached hereto.
Withholding; Other Tax Matters. Any payment required under this Agreement shall be subject to all applicable requirements of law with regard to withholding, filing, making of reports and the like.
Withholding; Other Tax Matters. Anything to the contrary notwithstanding, (a) all payments required to be made by the Company hereunder to Executive shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation, and (b) to the extent any payment hereunder shall be required to be delayed until six months following separation from service to comply with the “specified employee” rules of Section 409A it shall be so delayed (but not more than is required to comply with such rules).
Withholding; Other Tax Matters. The Retention Payment(s) payable hereunder are subject to income tax and other required tax withholding. Amounts payable under this Letter Agreement are intended to be treated as a separate “payment” for purposes of Section 409A of the Internal Revenue Code and the guidance issued thereunder (“Section 409A”). Red Hat makes no representation that such payment(s) will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment(s). Amounts payable hereunder are intended to be exempt from Section 409A but to the extent subject thereto are intended to comply with Section 409A and accordingly, to the maximum extent permitted, shall be interpreted and administered to be in compliance therewith. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable during the six-month period immediately following your separation from service shall instead be paid on the first business day after the date that is six months following such separation from service (or upon your death, if earlier).
Withholding; Other Tax Matters. (a) The Company shall withhold distributions or portions thereof, or pay taxes on behalf of or with respect to any Member, if it is required to do so by any applicable rule, regulation, or law. Each Member hereby authorizes the Company to withhold from or pay on behalf of or with respect to such Member any amount of federal, state, local or foreign taxes that the Company is required to withhold or pay with respect to any amount distributable under this Agreement to, or otherwise with respect to, such Member. Any amounts so withheld or paid on behalf of or with respect to a Member pursuant to this Section 12(c) shall be deemed to have been distributed to such Member, and to the extent such amounts paid by the Company with respect to a Member exceed the amount actually withheld by the Company at such time from distributions that otherwise would have been paid to such Member, such Member shall promptly reimburse the Company in cash for such excess. Without duplication of any such reimbursement that was actually already paid, each Member shall indemnify and hold harmless the Company and each other Member for any withholding or other similar tax paid by the Company or for which the Company is otherwise liable in respect of the indemnifying Member. Each Member that is a “United States person” within the meaning of Code Section 7701(a)(30) shall furnish the Company with a duly completed and executed Internal Revenue Service Form W-9, and each other Member shall furnish the Company with a duly completed and executed Internal Revenue Service Form W-8BEN-E (or other applicable form) claiming a reduction in or complete exemption from U.S. withholding tax with respect to any interest and dividends paid by the Company. In addition, each Member shall furnish the Company with such other information as is reasonably necessary for the Company to determine whether any withholding is required, and each Member shall promptly notify the Company if such Member determines at any time that it is subject to withholding relating to distributions from, or otherwise with respect to, the Company.
(b) The taxable year of the Company shall be the same as the Company’s fiscal year, unless otherwise required by the Code. Subject to Section 8(a)(ii), the Board shall determine whether to make or revoke any available election of the Company pursuant to the Code.
Withholding; Other Tax Matters. (a) The Partnership shall withhold distributions or portions thereof, or pay taxes on behalf of or with respect to any Limited Partner, if it is required to do so by any applicable rule, regulation, or law. Each Limited Partner hereby authorizes the Partnership to withhold from or pay on behalf of or with respect to such Limited Partner any amount of federal, state, local or foreign taxes that the Partnership is required to withhold or pay with respect to any amount distributable under this Agreement to, or otherwise with respect to, such Limited Partner. Any amounts so withheld or paid on behalf of or with respect to a Limited Partner pursuant to this Section 13(a) shall be deemed to have been distributed to such Limited Partner, and to the extent such amounts paid by the Partnership with respect to a Limited Partner exceed the amount actually withheld by the Partnership at such time from distributions that otherwise would have been paid to such Limited Partner, such Limited Partner shall promptly reimburse the Partnership in cash for such excess. Without duplication of any such reimbursement that was actually already paid, each Limited Partner shall indemnify and hold harmless the Partnership and each other Limited Partner for any withholding or other similar tax paid by the Partnership or for which the Partnership is otherwise liable in respect of the indemnifying Limited Partner. Each Limited Partner that is a “United States person” within the meaning of Code Section 7701(a)(30) shall furnish the Partnership with a duly completed and executed Internal Revenue Service Form W‑9, and each other Limited Partner shall furnish the Partnership with a duly completed and executed Internal Revenue Service Form W‑8BEN‑E (or other applicable form) claiming a reduction in or complete exemption from U.S. withholding tax with respect to any interest and dividends paid by the Partnership. In addition, each Limited Partner shall furnish the Partnership with such other information as is reasonably necessary for the Partnership to determine whether any withholding is required, and each Limited Partner shall promptly notify the Partnership if such Limited Partner determines at any time that it is subject to withholding relating to distributions from, or otherwise with respect to, the Partnership.
(b) The taxable year of the Partnership shall be the same as the Partnership’s fiscal year, unless otherwise required by the Code. The General Partner shall determine whether to...
Withholding; Other Tax Matters. Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Executive, his spouse, his estate or beneficiaries, will be subject to withholding of such amounts relating to taxes as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation. In lieu of withholding such amounts in whole or in part, the Company may, in its sole discretion, accept other provisions for payment of taxes as required by law, provided it is satisfied that all requirements of law affecting its responsibilities to withhold such taxes have been satisfied. As a condition precedent to his receipt of the Restricted Shares hereunder, the Executive agrees to pay to the Company at such times as the Committee shall determine such amounts as the Committee shall deem necessary to satisfy any withholding taxes due on income that the Executive recognizes as a result of the lapse of the restrictions described in subsection of Section 6(a) hereof. The Executive has elected, in his sole discretion, not to make an election with the Internal Revenue Service under Section 83(b) of the Code. Notwithstanding the foregoing, the Parties acknowledge and agree that the Executive is responsible for all federal, state and local income and other taxes payable as a result of any transaction contemplated by this Agreement or any other plan, program or coverage maintained by the Company.
