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Withholding Rights; Deductions from Purchase Price Sample Clauses

Withholding Rights; Deductions from Purchase Price. Each of 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. At least five (5) Business Days before making any such deduction or withholding (other than with respect to any compensatory payments made to employees subject to wage withholding), 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.
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Withholding Rights; Deductions from Purchase Price. 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 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 and paid over to the appropriate Governmental Entity by Buyer, the Escrow Agent or the Company, 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 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
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, 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. 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
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). (ii) For all withholding and deduction from any payment by Seller to any Employee that is required in respect of any Taxes pursuant to any Applicable Law, the Seller hereby covenants and agrees that it will (a) withhold or deduct such amount from the amounts otherwise payable to each such Employee, (b) pay over the withheld or deducted amount to the appropriate Governmental Entity, and (c) promptly forward to Buyer upon written request, a withholding tax certificate evidencing each such payment.
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

Related to Withholding Rights; Deductions from Purchase Price

  • Withholding Payment In addition to the specific consequences explained in the Grant Work Plan and/or Special Terms and Conditions, the State of Florida (State) reserves the right to withhold payment when the Grantee has failed to perform/comply with provisions of this Agreement. None of the financial consequences for nonperformance in this Agreement as more fully described in the Grant Work Plan shall be considered penalties.

  • Withholding Payments The State reserves the right to withhold payment of the Engineer's billing statement in the event of any of the following: (1) If a dispute over the work or costs thereof is not resolved within a thirty day period; (2) pending verification of satisfactory work performed; (3) the Engineer becomes a delinquent obligor as set forth in Section 231.006 of the Family Code; (4) required reports are not received; or (5) the State Comptroller of Public Accounts will not issue a warrant to the Engineer. In the event that payment is withheld, the State shall notify the Engineer and give a remedy that would allow the State to release the payment.

  • Withhold Payment In any case where a question of non- performance by Contractor arises, payment may be withheld in whole or in part at the discretion of the Commissioner. Should the amount withheld be finally paid, a cash discount originally offered may be taken as if no delay in payment had occurred.

  • 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.

  • Adjustment to Purchase Price (a) The Closing Payment shall be increased by the parties' good faith estimate of the Current Assets of Seller and decreased by the parties' good faith estimate of the Current Liabilities of Seller as of the Closing Date (the "Closing Adjustment"), which adjustment shall be subject to final adjustment as provided for in paragraph (c) below. (b) No later than sixty (60) days after the Closing Date, or within three (3) days after receipt of the necessary accounting data from the NRTC Central Billing System, whichever is later, Purchaser shall make and deliver to Seller a balance sheet reflecting the Current Assets and Current Liabilities of Seller as of the Closing Date (the "Closing Date Balance Sheet"), prepared on a basis consistent with GAAP. For purposes of the Closing Adjustment and the Final Closing Adjustment (as hereinafter defined), the amount of Accounts Receivable of Seller to be included in the Closing Date Balance Sheet shall include only Accounts Receivable of Subscribers as reflected on Report 18A (Subscriber Accounts Receivable Aging By Account) of the NRTC Central Billing System Reports less a reserve of six percent (6%) for Accounts Receivable which are not collectible. In addition, the Closing Date Balance Sheet and the Final Closing Adjustment shall not include as a Current Asset any accounts receivable arising from Leased Subscriber Equipment. Purchaser may, by providing Seller with written notice at least five (5) days prior to the Closing, elect to purchase all, or certain of, the DSS(TM) subscriber equipment owned by Seller (other than Leased Subscriber Equipment) on the Closing Date; provided, however, Purchaser shall not have the right to acquire any assets attributable to Seller's Electric Business. Any such equipment which is purchased by Purchaser shall be included as Inventory in the Closing Date Balance Sheet. Except as set forth in this Section 4.4(b), no other assets or liabilities shall be included in the Closing Date Balance Sheet. Seller shall make available to Purchaser such documentation, back-up, invoices, and books and records of Seller as Purchaser may reasonably request. (c) Seller and Purchaser shall negotiate in good faith to reconcile any discrepancies which may arise in connection with the determination of the Closing Date Balance Sheet. If Seller and Purchaser are unable to reconcile such discrepancies, Seller shall have fifteen (15) days from presentment of the Closing Date Balance Sheet by Purchaser to notify Purchaser if Seller wishes to have Purchaser's determination examined. If Seller elects to have Purchaser's determination examined, it shall be submitted to the determination in Atlanta, Georgia, by the Certified Public Accounting firm of KMPG Peat Marwick (or any other independent Certified Public Accounting firm mutually acceptable to Seller and Purchaser), the cost of such examination to be paid fifty percent (50%) by Seller and fifty percent (50%) by Purchaser. The determination by Purchaser shall be final and binding on the parties unless Seller elects to have an examination as provided herein, in which case the results of the examination shall be made within thirty (30) days of such referral, and shall be final and binding on the parties (the "Final Closing Adjustment"). (d) To the extent the Final Closing Adjustment is less than the Closing Adjustment, Seller shall pay the difference in cash to Purchaser within five (5) days after the final determination. In the event the Final Closing Adjustment is greater than the Closing Adjustment, Purchaser shall pay such excess in cash to Seller within five (5) days after the final determination. If, following any payment pursuant to this Section 4.4(d), an error (in billing or reporting by NRTC or otherwise) is thereafter discovered which would have affected the Final Closing Adjustment, the party in whose favor the error was made shall immediately pay in cash the amount of such error to the other party.

  • Withhold Payments If Contractor fails to provide Services in accordance with Contractor's obligations under this Agreement, the City may withhold any and all payments due Contractor until such failure to perform is cured, and Contractor shall not stop work as a result of City's withholding of payments as provided herein.

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Deduction or Withholding for Tax (i) Gross-Up. All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party (“X”) will:— (1) promptly notify the other party (“Y”) of such requirement; (2) pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y; (3) promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and (4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for:— (A) the failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or (B) the failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such failure would not have occurred but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (II) a Change in Tax Law.

  • Base Purchase Price Buyer agrees to pay for the Assets the total sum of Thirty Million and No/100 Dollars ($30,000,000.00) (“Base Purchase Price”) to be paid by direct bank deposit or wire transfer in same day funds at the Closing, subject only to the price adjustments set forth in this Agreement.

Most Referenced Clauses

Most Referenced Definitions