Withholding Tax Action Sample Clauses

Withholding Tax Action. If either Party (or its Affiliates or successors) is required to make a payment to the other Party subject to a deduction or withholding of tax, then (A) if such deduction or withholding of tax obligation arises as a result of any action by the first Party, such as a Change of Control, change of domicile, or assignment by such first Party and such action has the effect of increasing the amount of tax deducted or withheld (a “Withholding Tax Action”), then the amount payable by the Party taking such Withholding Tax Action (in respect of which such increased deduction or withholding is required to be made) shall be increased by the amount necessary (the “Additional Amounts”) to ensure that the other Party receives the same amount that it would have received had no such Withholding Tax Action occurred, and (B) the Additional Amounts shall be deducted and withheld by the Party paying the Additional Amounts. The Additional Amounts, along with any other tax deducted and withheld from the payment made by such Party, shall be timely remitted to the proper Governmental Authority for the account of the other Party in accordance with applicable Law. Notwithstanding the foregoing, any sublicense or assignment in contravention of Sections 2.1(d) or 13.6, respectively, of this Agreement will not constitute a Withholding Tax Action.
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Withholding Tax Action. If either Party (or its Affiliates or successors) is required to make a payment to the other Party subject to Withholding Tax, then if such Withholding Tax obligation arises as a direct result of an assignment of this Agreement, change of control of the payor, change of jurisdiction of payments made by payor, or change of domicile [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. by the payor, and such action has the effect on such payment of increasing the amount of tax required to be deducted or withheld than the maximum Withholding Taxes that would have been due under the Term of the Agreement had such action not been taken after taking into account all available and lawful reductions or eliminations of such Withholding Taxes available under Applicable Law (a “Withholding Tax Action”), then the amount payable by the Party taking such Withholding Tax Action (in respect of which such increased deduction or withholding is required to be made) shall be increased by the amount necessary to ensure that after deduction or withholding of such Withholding Taxes, the other Party receives the same amount that it would have received had no such Withholding Tax Action occurred determined at the time of each payment (the “Additional Amounts”); provided, however, that if the payee derives or is able to derive a Tax benefit (including through the use of Tax credit, offset, or otherwise) under Applicable Law, in whole or in part, determined on a with and without basis as a result of such additional Withholding Taxes, payor shall not be required to increase any Payment by the amount of such Tax benefit, or, if withholding has already been made, the payee shall promptly reimburse the payor for the amount of such benefit; provided, further, that the payee shall take all commercially reasonable actions necessary to obtain any lawful reductions or eliminations of such Withholding Taxes available under Applicable Law or any Tax benefit (including through the use of foreign Tax credit) with respect to such additional Withholding Taxes and to defend such benefit in a Tax audit, administrative proceeding or litigation. The Additional Amounts, along with any other Withholding Taxes deducted and withheld from the payment made by such Party, shall be otherwise subject to Section 6.7.1. For the avoidanc...
Sample 1
Withholding Tax Action. If, at any time during the Term, a Party takes any action of its own discretion (not required by applicable law or a Regulatory Authority), including any assignment, change of place of incorporation, or failure to comply with applicable law or filing or record retention requirements, which results in a withholding or deduction obligation (“Withholding Tax Action”), then such Party shall be responsible for and pay the sum associated with such Withholding Tax Action; provided, however, that such Party will have no obligation to pay any additional amount under this Section 6.8.2 in the event that (i) such increased withholding tax is due, in whole or part, to any action of the other Party, including (A) the assignment by the other Party pursuant to Section 6.8.2 of its rights under this Agreement or any redomiciliation of the other Party or (B) the failure by the other Party to comply with the documentation requirements of applicable law, (ii) such increased withholding tax to the extent that it is otherwise recoverable or creditable by the other Party or its Affiliate, or (iii) such increased withholding tax is due to a change in applicable law following the Party’s assignment under Section 6.8.2.
Sample 1
Withholding Tax Action. If any Payment is subject to a deduction or withholding of tax that arises as a result of any action taken by Arctic Vision or its Affiliates or successors, including an assignment of this Agreement as permitted under Article XVI (Assignment and Acquisitions), as a result of which (i) the payment arises in a territory other than the Territory, (ii) there is a change in the tax residency of Arctic Vision, or (iii) the payments arise or are deemed to arise through a branch of Arctic Vision in a territory other than the Territory, and such action has the effect of increasing the amount of tax deducted or withheld (each, an “Withholding Tax Action”), then notwithstanding Section 8.11(a), the payment by Arctic Vision (in respect of which such deduction or withholding of tax is required to be made) shall be increased by the amount necessary to ensure that Clearside receives an amount equal to the same amount that it would have received had no Withholding Tax Action occur.
Sample 1

Related to Withholding Tax Action

  • 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.

  • Withholding Tax To the extent required by any applicable law, the Administrative Agent may withhold from any interest payment to any Lender an amount equivalent to any applicable withholding tax. If the Internal Revenue Service or any authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstances that rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason), such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including penalties and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out of pocket expenses.

  • Withholding Taxes The Company may withhold from any amounts payable under this Agreement such Federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

  • Withholding; Tax Matters (a) The Participant acknowledges that the Corporation shall require the Participant to pay the Corporation in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by the Corporation to such authority for the account of the Participant, and the Participant agrees, as a condition to the grant of the Option and delivery of the Shares or any other benefit, to satisfy such obligations. Notwithstanding the foregoing, the Corporation may establish procedures to permit the Participant to satisfy such obligations in whole or in part, and any other local, state, federal, foreign or other income tax obligations relating to the Option, by electing (the “election”) to have the Corporation withhold shares of Common Stock from the Shares to which the Participant is entitled. The number of Shares to be withheld shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to (but not exceeding) the amount of such obligations being satisfied. Each election must be made in writing to the Administrator in accordance with election procedures established by the Administrator.

  • No withholding taxes All payments which each Borrower is liable to make under the Finance Documents to which it is a party may be made without deduction or withholding for or on account of any tax payable under any law of any Pertinent Jurisdiction.

  • Withholding Tax Indemnity To the extent required by any applicable Law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective), such Lender shall, within 10 days after written demand therefor, indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower pursuant to Section 3.01 and Section 3.04 and without limiting or expanding the obligation of the Borrower to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Taxes or otherwise, together with all expenses incurred, including legal expenses and any other out-of-pocket expenses, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.13. The agreements in this Section 9.13 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Obligations. For the avoidance of doubt, the term “Lender” for purposes of this Section 9.13 shall include each L/C Issuer and Swing Line Lender.

  • Withholding Tax Exemption At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

  • 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:

  • Payroll and Withholding Taxes All payments to be made or benefits to be provided hereunder by the Company shall be subject to applicable federal and state payroll or withholding taxes. Any Gross-Up Payment shall be made in the form of withholding taxes and shall not be paid to the Executive, but shall be sent to the IRS in the ordinary course of the Company's payroll withholding.

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