Withholding Rights; Deductions from Consideration. Each of the Surviving Company and the Parent shall be entitled to deduct and withhold any Taxes it is required to deduct and withhold under the Code or any provision of state, local, or foreign Tax Law from (i) any payment to any employee of the Company under this Agreement or any other related agreement or with respect to the exercise or settlement of any Options, or (ii) payment to any other Person with respect to the Merger. To the extent that amounts are so withheld or deducted by the Surviving Company or the Parent, as the case may be, such withheld amounts (to the extent paid over to the proper taxing authority) shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were made by the Surviving Company or the Parent, as the case may be.
Withholding Rights; Deductions from Consideration. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from any payment to any Person under this Agreement or any other Transaction Agreements (i) such amounts as it is required to deduct and withhold with respect to the making of such payment or any other Tax withholding obligation with respect to the Merger or the exercise or settlement of any Company Stock Right or the vesting of restricted stock under the Code or any provision of state, local or foreign Tax Law, and (ii) the amount of any outstanding loans (including any accrued but unpaid interest thereof and any other amounts in respect thereof) owed by such Person to the Company as of the Closing. To the extent that amounts are so withheld or deducted by the Surviving Corporation or by Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding was made by the Surviving Corporation or by Parent, as the case may be. Parent or the Surviving Corporation, as the case may be, shall pay over to the appropriate Governmental Entity any such amounts withheld under clause (i) of this paragraph.
Withholding Rights; Deductions from Consideration. Each of Purchaser, Parent and the Escrow Agent shall be entitled to deduct and withhold from any payment to any Seller under this Agreement or any Related Agreements such amounts as it is required to deduct and withhold under applicable Law (including any applicable Law in respect of Taxes) with respect to the making of such payment or with respect to any other withholding obligation arising in connection with the Transactions, including without limitation the obligations set forth in Schedule 2.7(e). To the extent that amounts are so withheld or deducted by Purchaser, Parent or the Escrow Agent, as the case may be, such amounts shall be treated for all purposes of this Agreement as having been paid to such Seller. Purchaser, Parent or the Escrow Agent, as the case may be, shall pay over to the appropriate Governmental Entity amounts so withheld.
Withholding Rights; Deductions from Consideration. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from any payment to any Person under this Agreement or any other Transaction Agreements such amounts as it is required to deduct and withhold with respect to the making of such payment or any other Tax withholding obligation with respect to the Merger under the Code or any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld or deducted by the Surviving Corporation or by Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding was made by the Surviving Corporation or by Parent, as the case may be.
Withholding Rights; Deductions from Consideration. Notwithstanding any provision of this Agreement to the contrary, each of the Exchange Agent, the Surviving Corporation and Parent shall be entitled to deduct and withhold from any payment to any Person under this Agreement or any other Transaction Agreements (i) such amounts as it is required to deduct and withhold with respect to the making of such payment or any other Tax withholding obligation with respect to the Merger, the Upstream Merger or any other Transaction or the exercise or settlement of any Company Stock Right or the vesting of restricted stock under the Code or any provision of state, local or foreign Tax Law and (ii) the amount of any outstanding loans (including any accrued but unpaid interest thereon and any other amounts in respect thereof) owed by such Person to the Company as of the Closing. To the extent that amounts are so withheld or deducted by the Exchange Agent, the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding was made by the Exchange Agent, Surviving Corporation or Parent, as the case may be.
Withholding Rights; Deductions from Consideration. Parent, the Transitory Surviving Corporation and the Surviving Company shall be entitled to deduct and withhold from the Adjusted Net Base Amount payable or otherwise deliverable pursuant to this Agreement such amounts as Parent, Transitory Surviving Corporation and the Surviving Company are required to deduct and withhold therefrom under any applicable Tax provision. To the extent that amounts are deducted or withheld, such amounts shall be treated for all purposes of this Agreement as having been paid and delivered to the Stockholders or holders of Company Options in respect of which such deduction and withholding was made.
Withholding Rights; Deductions from Consideration. Each of the Surviving Company and Parent shall be entitled to deduct and withhold from any payment to any Person under this Agreement or any other Transaction Agreements (i) such amounts as it is required to deduct and withhold with respect to the making of such payment or any other Tax withholding obligation with respect to the Merger under the Code or any provision of state, local or foreign Tax Law and (ii) to the extent applicable, the amount of any outstanding loans (including any accrued but unpaid interest thereon and any other amounts in respect thereof) owed by such Person to the Company as of the Closing. To the extent that amounts are so withheld or deducted by the Surviving Company or by Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding was made by the Surviving Company or by Parent, as the case may be.
