Withholding Rights; Deductions from Purchase Price Sample Clauses

Withholding Rights; Deductions from Purchase Price. (i) Each of Buyer, the Escrow Agent and the Company shall be entitled to deduct and withhold from any payment to any Person under this Agreement or any Related Agreements, in 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 Transactions or the exercise, cancellation or cash-out of any Company Stock Right or the vesting of restricted stock under the Code or any provision of applicable Tax Law. To the extent that amounts are so withheld or deducted by Buyer, the Escrow Agent or the Company, as the case may be, and 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 Buyer, the Escrow Agent or the Company, as the case may be. Buyer, the Escrow Agent or the Company, as the case may be, shall pay over to the appropriate Governmental Entity amounts withheld under this Section 1.3(e).
Sample 1
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Withholding Rights; Deductions from Purchase Price. Each of the Company, Buyer and the Escrow Agent (and any of their respective paying agents) shall be entitled to deduct and withhold from any payment to any Person in connection with this Agreement such amounts as it is required to deduct and withhold with respect to such payments. Before making any such deduction or withholding (other than with respect to any compensatory payments made to employees subject to wage withholding), the Company, Buyer or the Escrow Agent, as the case may be, shall provide any Person on behalf of which such deduction or withholding is proposed to be made written notice of the intention to make such deduction or withholding, which notice shall include the authority, basis and method of calculation for the proposed deduction or withholding, and provide such Person with the reasonable opportunity to provide any statement, form or other documentation that would result in the reduction of or relief from such deduction or withholding. To the extent that amounts are so withheld or deducted and timely paid to the appropriate Tax Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.
Sample 1
Withholding Rights; Deductions from Purchase Price. Buyer, the Company, each Blocker, the Escrow Agent or any of their Affiliates, as the case may be, shall be entitled to deduct or withhold from any payment to any Person, under this Agreement or any DB1/ 124297106.28 4 Related Agreement, such amounts as any of them is required to deduct or withhold under applicable Law with respect to the making of such payment or any other Tax withholding obligation with respect to the Transactions under the Code or any provision of applicable Tax Law; provided that the Person intending to deduct or withhold under this Section 1.4(b) shall provide prompt written notice to the applicable payee upon becoming aware that such deduction or withholding is required. Buyer shall (and shall cause its Affiliates to) cooperate with the applicable payee and take such commercially reasonable steps as such payee may reasonably request to reduce or eliminate amounts that would otherwise be deducted or withheld under this Section 1.4(b). The Person making the deduction or withholding under this Section 1.4(b) shall pay over to the appropriate Governmental Entities all amounts deducted or withheld under this Section 1.4(b), and to the extent such amounts are so paid over, such amounts shall be treated for all purposes of this Agreement as having been paid to the Persons in respect of which such amounts were deducted or withheld. Notwithstanding anything to the contrary herein, absent a change in applicable Law after the date hereof, if an IRS Form W-9 for a Member is provided in accordance with Section 8.5(d), backup withholding and withholding under Section 1445 or 1446(f) of the Code will not apply to any payments made to such Member. Notwithstanding the foregoing, in the case of any Change in Control Payment, the Company, each Blocker, the Escrow Agent or any of their Affiliates, as the case may be, shall not be required to consult with the applicable payee if the reason for the applicable deduction or withholding is the payment of wages for applicable Tax purposes. Payments to Compass Solar Energy Management Holdings, LLC. Notwithstanding anything to the contrary in this Agreement, but except as set forth in Section 1.1(b), as specifically bargained for consideration and as an essential part of the Transactions contemplated by this Agreement, (i) all payments otherwise referenced in this Agreement as payable by Buyer or Parent to Compass Solar Energy Management Holdings, LLC (“Management Holdco”) at the Closing (including the payment ...
Sample 1
Withholding Rights; Deductions from Purchase Price. Each of the Company, Buyer, the Escrow Agent, the Paying Agent (and any of their respective paying agents) and any other applicable withholding agent (each, a “Payor”) shall be entitled to deduct and withhold from any payment to any Person under this Agreement such amounts as any of them is required to deduct and withhold under applicable Tax Law with respect to such payments. Before making any such deduction or withholding (other than any such deduction or withholding in respect of compensatory payments or arising as a result of a Selling Party’s failure to deliver the required IRS Forms or the Company’s failure to deliver the required certifications, in each case, in accordance with Sections 2.4 and 8.1(g)), the Payor shall use commercially reasonable efforts to (i) provide the Seller Representative at least (5) days’ advance written notice of the intention to make such deduction or withholding, (ii) discuss the proposed deduction or withholding in good faith with the Seller Representative and the Person with respect to whom such deduction or withholding is proposed to be made and (iii) reasonably cooperate with any reasonable request from such Person to obtain reduction of or relief from such deduction or withholding. To the extent that amounts are so withheld or deducted and timely paid to the appropriate Tax Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.
Sample 1
Withholding Rights; Deductions from Purchase Price. Each of the Company and Buyer (and any of their respective paying agents and Affiliates) shall be entitled to deduct and withhold from any payment to any Person under this Agreement such amounts as any of them is required to deduct and withhold with respect to such payments. To the extent that amounts are so withheld or deducted and timely paid to the appropriate Tax Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.
Sample 1
Withholding Rights; Deductions from Purchase Price. Each of the Company, Buyer and the Escrow Agent (and any of their respective paying agents) shall be entitled to deduct and withhold from any payment to any Person under this Agreement such amounts as any of them is required under applicable Legal Requirements to deduct and withhold with respect to such payments. Before making any such deduction or withholding, the Company, Buyer, or the Escrow Agent, as the case may be, shall provide any Person on behalf of which such deduction or withholding is proposed to be made advance written notice of the intention to make such deduction or withholding, which notice shall include the authority, basis and method of calculation for the proposed deduction or withholding, and the Company, Buyer, and the Escrow Agent will cooperate with any reasonable request from such Person to obtain reduction of or relief from such deduction or withholding. To the extent that amounts are so withheld or deducted and timely paid to the appropriate Governmental Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. 24 US-DOCS\102662145.20
Sample 1
Withholding Rights; Deductions from Purchase Price. Each of the Company, the Paying Agent, Buyer and the Escrow Agent (and any of their respective paying agents) shall be entitled to deduct and withhold from any payment to any Person under this Agreement such amounts as any of them is required by Law to deduct and withhold with respect to such payments. Before making any such deduction or withholding with respect to payments to any Seller in respect of such Seller’s Units (or Blocker Equity, in the case of Blocker Seller), and except with respect to any failure of any Seller to deliver IRS Form W-9 pursuant to Section 11.1(h), Buyer shall provide such Seller reasonable advance written notice of the intention to make such deduction or withholding, which notice shall include the authority, basis and method of calculation for the proposed deduction or withholding, and shall cooperate with any reasonable request from such Person to obtain reduction of or relief from such deduction or withholding. To the extent that amounts are so withheld or deducted and paid to the appropriate Tax Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.
Sample 1
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Related to Withholding Rights; Deductions from Purchase Price

  • Withholding; Deductions All compensation payable hereunder, including salary and other benefits, shall be subject to applicable taxes, withholding and other required, normal or elected employee deductions.

  • Withholding Rights Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by 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 the holder of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

  • Withholding Taxes; Section 83(b) Election (a) The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the purchase of the Shares by the Participant or the lapse of the Purchase Option.

  • Withholding; Tax Payments (a) The General Partner may treat taxes paid by the Partnership on behalf of, all or less than all of the Partners, either as a distribution of cash to such Partners or as a general expense of the Partnership, as determined appropriate under the circumstances by the General Partner.

  • Withholdings; Deductions The Company may withhold and deduct from any benefits and payments made or to be made pursuant to this Agreement (a) all federal, state, local and other taxes as may be required pursuant to any law or governmental regulation or ruling and (b) any deductions consented to in writing by Employee.

  • Withholding; Additional Amounts All amounts due in respect of this Agreement will be made without withholding or deduction for or on account of any present or future taxes, duties, levies, assessments or other governmental charges of whatever nature imposed or levied by or on behalf of any governmental authority in the United States unless the withholding or deduction is required by law, regulation or official interpretation thereof. Unless otherwise specified in the Annex, Principal Life will not pay any additional amounts to the Agreement Holder in the event that any withholding or deduction is so required by law, regulation or official interpretation thereof, and the imposition of a requirement to make any such withholding or deduction will not give rise to an Event of Default or any independent right or obligation to redeem this Agreement.

  • Withholding, Etc The payment of any Salary and bonus hereunder shall be subject to applicable withholding and payroll taxes, and such other deductions as may be required by law or the Company's employee benefit plans.

  • Payment of Withholding Taxes Prior to any event in connection with the Award (e.g., vesting) that the Company determines may result in any tax withholding obligation, whether United States federal, state, local or non-U.S., including any social insurance, employment tax, payment on account or other tax-related obligation (the “Tax Withholding Obligation”), the Grantee must arrange for the satisfaction of the minimum amount of such Tax Withholding Obligation through:

  • Share Withholding The Committee may permit a Participant to satisfy all or part of his or her withholding or income tax obligations by having the Company withhold all or a portion of any Shares that otherwise would be issued to him or her or by surrendering all or a portion of any Shares that he or she previously acquired. Such Shares shall be valued at their Fair Market Value on the date when taxes otherwise would be withheld in cash. In no event may a Participant have Shares withheld that would otherwise be issued to him or her in excess of the number necessary to satisfy the minimum legally required tax withholding.

  • Tax Withholding Withholding Advances (a) Each Member agrees to furnish the Company with any representations and forms as shall be reasonably requested by the Board to assist it in determining the extent of, and in fulfilling, any withholding obligations it may have.

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