Withholding; Set-off. Notwithstanding anything to the contrary in this Agreement, the Company may withhold from any distribution to any Member, including distributions in connection with the liquidation of the Company, (i) such amount as may be required to be withheld therefrom pursuant to the Code or any other applicable federal, state, local or foreign law, and (ii) any amounts then owed by such Member to the Company, and in each case, any amount so withheld shall be treated as a distribution to such Member for purposes of this Agreement.
Withholding; Set-off. All amounts payable by Company hereunder shall be subject to withholding of such amounts related to taxes as Company may be legally obligated to withhold. The right of Employee to receive benefits under this Agreement, however, shall be absolute and shall not be subject to any set-off, counterclaim, recoupment, defense, duty to mitigate or other rights Company may have against him or anyone else.
Withholding; Set-off. Notwithstanding anything to the contrary herein, all compensation under this Agreement shall be subject to applicable tax withholding requirements and other deductions required by law. Executive agrees that the Company shall be entitled to deduct from and offset against any monies payable or reimbursable to Executive hereunder any and all sums that Executive may owe the Company at any time.
Withholding; Set-off. All amounts payable to Executive under this Agreement shall be subject to applicable withholding of income, wage and other taxes. Executive agrees that the Company and/or any Affiliate thereof shall have the right to set off against the Severance Benefits any amounts that Executive owes the Company and/or any Affiliate thereof at the time of his/her termination of employment with the Company and/or any Affiliate thereof.
Withholding; Set-off. Notwithstanding anything to the contrary in this Agreement, Capricorn Sub (i) shall deduct US$20,000,000 from the Total Closing Cash to fund the indemnification obligations of the Seller Parties under Section 8.3 of this Agreement (“Holdback Consideration”), which shall be released subject to the terms and conditions of Section 8.4 of the Agreement, and (ii) shall also have the right to deduct from any unpaid amounts due to Seller on the terms set forth in Section 8.2.
Withholding; Set-off. Notwithstanding any other provision of this Letter Agreement, ARAMARK may, to the extent permitted by law, withhold applicable federal, state and local income and other taxes from any payments due to you hereunder.
Withholding; Set-off. Notwithstanding any other provision of this Letter Agreement, Visant may, to the extent permitted by law, withhold applicable federal, state and local income and other taxes from any payments due to you hereunder in respect of any payments and benefits provided to you hereunder in respect of which there exists an obligation of Visant to withhold taxes or other amounts.
Withholding; Set-off. We are entitled to set off any amounts owed to us by you against any amount owed by the Payment Processor to you at any time ("Withholdings"). We may also make Withholdings from any amounts we hold on your behalf where we or the Payment Processor are, or have notice that we may be, ordered to do so by a competent authority. If we make any Withholdings, we will do only for so long as is reasonable, and (if applicable) we will make a credit to you in the next Statement after it becomes clear that we will not incur any liability in respect of it.
Withholding; Set-off. We are entitled to set off any amounts owed to us by you against any amount owed to you by us at any time. We may also make withholdings from amounts we hold on your behalf in respect of any Chargebacks incurred from any payment provider (and associated costs and expenses), or any other cost or expense which we incur or reasonably expect to incur as a result of a breach by you of this Agreement ("Withholdings"). We may also make Withholdings from any amounts we hold on your behalf where we are, or have notice that we may be, ordered to do so by a competent authority. If we make any Withholdings, we will do only for so long as is reasonable, and (if applicable) we will make a credit to you in the next Statement after it becomes clear that we will not incur any liability in respect of it.
Withholding; Set-off. You will be responsible for payment of taxes on any amounts paid to you by ARAMARK under this Letter Agreement, and ARAMARK will not withhold or deduct from the fees or other amounts paid under this Letter Agreement for any taxes. Notwithstanding the foregoing, if required by law, ARAMARK may withhold applicable federal, state and local income and other taxes from any amounts due to you hereunder. ARAMARK’s obligation to pay you any amounts hereunder shall be subject to set-off, counter-claim or recoupment of amounts owed by you to ARAMARK, as well as your continued compliance with the terms and conditions of this Letter Agreement (including the Release) and, to the extent applicable post-employment, the Agreement Relating to Employment and Post-Employment Competition.
