Withholding Tax Actions Sample Clauses

Withholding Tax Actions. Notwithstanding the foregoing, the Parties acknowledge and agree that if Bayer (or its assignee pursuant to Clause 13.313.3) is required by Applicable Law to withhold taxes in respect of any amount payable under this Agreement ("Withholding Obligation"), then if, but only to the extent that: (i) such Withholding Obligation arises as a result of an action of Bayer, including any assignment of this Agreement by Bayer as permitted under Clause 13.313.3, a change in tax residency of Bayer or payments arise or are deemed to arise through a branch of Bayer, and (ii) the amount of such Withholding Tax exceeds the amount of Withholding Tax that would have been applicable if such action of Bayer had not occurred (a "Withholding Tax Action"), then, notwithstanding anything to the contrary herein, any such amount payable by Bayer under this Agreement shall be increased to take into account such Withholding Tax as may be necessary so that, after making all required withholdings, BicycleTx (or its assignee pursuant to Clause 13.313.3) receives an amount equal to the sum it would have received had no such Withholding Tax Action occurred (the "Gross-Up Mechanism"). For the avoidance of doubt, the Parties acknowledge and agree that any Withholding Obligation for Bayer which arises only as a result of any change in any applicable tax law by any competent tax legislator is not to be considered a Withholding Tax Action. However, if the Gross-Up Mechanism applies and BicycleTx has received a credit or refund for the full or partial amount of the applicable payable Withholding Tax, BicycleTx shall pay to Bayer an amount equal to the amount BicycleTx assesses (acting reasonably) which would leave it, after such payment, in the same position as it would have been in the absence of the Withholding Tax and the credit or refund of such payment to be made by BicycleTx within [***] after receiving the tax credit or refund.
Sample 1
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Withholding Tax Actions. If Lilly changes its tax residence, performs a tax repatriation or takes any similar action that would increase any required withholding taxes with respect to any Payment that would not be required absent such action, Lilly shall provide Precision with prior written notice to allow Precision a reasonable opportunity to timely furnish forms, certificates or other items that would reduce or eliminate such withholding tax. WEIL:\97737446\1\59474.0121 EXECUTION VERSION
Sample 1
Withholding Tax Actions. If Novartis changes its tax residence, performs a tax repatriation or takes any similar action that would increase any required withholding taxes with respect to any Payment that would not be required absent such action, Novartis shall provide Precision with prior written notice to allow Precision a reasonable opportunity to timely furnish forms, certificates or other items that would reduce or eliminate such withholding tax. If no withholding tax deduction has been made on the payments to Precision or its Affiliates under this Agreement, but tax authorities subsequently take the position that a withholding tax deduction should have been made, including extra-territorial taxation, Precision shall provide, at its own expense, all reasonable support to Novartis to obtain relief or reduction of withholding under the applicable laws and tax treaties, including but not limited to the submission or issuance of requisite forms and information, and the Parties will bear such liability (reimburse one another as necessary) in a manner consistent with that which would have resulted had the tax been originally withheld. Any refunds of withholding taxes that are granted to Precision by the competent tax authority and which would cause Precision to receive payments in excess of that which Novartis would owe under this Agreement, including related interest, shall be paid to Novartis by Precision.
Sample 1
Withholding Tax Actions. Notwithstanding Section 10.9(a), if the paying Party is required to make a payment to the other Party that is subject to a deduction or withholding of tax, then if such withholding or deduction obligation arises as a result of any action by the paying Party, including any assignment or sublicense, or any failure on the part of the paying Party to comply with applicable laws or filing or record retention requirements, that has the effect of modifying the tax treatment of the Parties hereto (a “ Withholding Tax Action”), then the sum payable by the paying Party (in respect of which such deduction or withholding is required to *** CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION be made) shall be increased to the extent necessary to ensure that the other Party receives a sum equal to the sum which it would have received had no such Withholding Tax Action occurred.
Sample 1
Withholding Tax Actions. If Prevail changes its tax residence, performs a tax repatriation or takes any similar action that would increase any required withholding taxes with respect to any Payment that would not be required absent such action, Prevail shall provide Precision with prior written notice to allow Precision a reasonable opportunity to timely furnish forms, certificates or other items that would reduce or eliminate such withholding tax.
Sample 1
Withholding Tax Actions. Notwithstanding the foregoing, [***], then notwithstanding anything to the contrary herein, any such amount payable shall be increased to take into account such increased withholding taxes as may be necessary so that, after making all required withholdings Merus (or its assignee pursuant to Section 13.5) receives an amount equal to the sum it would have received had no such Gilead Withholding Tax Action occurred. 301144389 v2
Sample 1

Related to Withholding Tax Actions

  • 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 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; Tax Effect All payments made by the Company to the Executive under this Agreement shall be net of any tax or other amounts required to be withheld by the Company under applicable law. Nothing in this Agreement shall be construed to require the Company to make any payments to compensate the Executive for any adverse tax effect associated with any payments or benefits or for any deduction or withholding from any payment or benefit.

  • 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 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.

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