Withholding Taxes Resulting From Amgen Action Sample Clauses

Withholding Taxes Resulting From Amgen Action. If Amgen (or any of Amgen’s Affiliates or successors) is required to make a payment to Micromet subject to a deduction or withholding of Taxes and such deduction or withholding obligation arises as a result of any change in circumstance undertaken by Amgen or Amgen’s Affiliates or successors after the Effective Date—including a change of domicile, any assignment or transfer of all or a portion of this Agreement as permitted under this Agreement or any sublicense of rights or obligations hereunder to an Affiliate or Third Party—or such change in circumstance has the effect of increasing the amount of Taxes deducted or withheld (an “Amgen Withholding Tax Action”), then notwithstanding Section 10.2.1, (a) the payment by Amgen (in respect of which such deduction or withholding of Taxes is required to be made) will be increased by the amount necessary (the “Additional Amounts”) to ensure that Micromet receives an amount equal to the same amount that it would have received had no Amgen Withholding Tax Action occurred, and (b) the Additional Amounts will be deducted and withheld by Amgen from the increased payment made by Amgen to Micromet. If Micromet receives a refund or claims a tax credit with respect to any withholding taxes for which Amgen has made a payment to or on behalf of Micromet pursuant to this Section 10.2.3, then Micromet shall pay to Amgen an amount equal to such refund or equal to the actual reduction of Micromet’s otherwise payable taxes that results from such credit (but only to the extent of additional amounts received by Micromet pursuant to this Section with respect to the taxes giving rise to such refund or credit) without interest; provided, however, that the determination of amounts payable by Micromet shall be reasonably determined by Micromet and may take into account all other tax attributes and items of Micromet prior to giving effect to any credit for withholding taxes with respect to payments hereunder. Payments, if any, under the preceding sentence: (i) will not be required after the [***] following the last tax year in which Micromet receives a payment under this Agreement, and (ii) will be paid by Micromet promptly following the receipt of a refund or following the filing of the tax return on which a credit is claimed. If, with respect to the payments contemplated by this Section 10.2.3, any taxing authority disallows all or a portion of Micromet’s claimed credit or requires a return of all or any portion of a refund received by...
AutoNDA by SimpleDocs

Related to Withholding Taxes Resulting From Amgen Action

  • 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.

  • 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:

  • 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 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 Payments and Obligations If withholding taxes are paid or required to be paid in respect of payments made to or by the Company, such payments or obligations shall be treated as follows:

  • 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.

  • Net Payments; Taxes (a) All payments made by any Credit Party hereunder will be made without setoff, counterclaim or other defense. All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any tax imposed on or measured by the net income, net profits or any franchise tax based on net income or net profits, and any branch profits tax of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein or due to failure to provide documents under Section 4.04(b), all such taxes “Excluded Taxes”) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges to the extent imposed on taxes other than Excluded Taxes (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes” and “Taxation” shall be applied accordingly). The Borrower will furnish to the Facility Agent within 45 days after the date of payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender.

  • 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.

  • 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.

Time is Money Join Law Insider Premium to draft better contracts faster.