Withheld Tax definition
Examples of Withheld Tax in a sentence
None of the Manager, the General Partner, the Partnership, any intermediate holding entity or any Portfolio Company shall be liable to indemnify, reimburse or otherwise compensate any Partner for or in respect of any Withholding Tax or for or in respect of any amount deducted or withheld for or on account of Tax at source from any Income or Capital Proceeds of the Partnership ("Withheld Tax").
For the avoidance of doubt, in the event that the Withheld Tax Amount exceeds a Seller’s Closing Cash Consideration, the relevant KPI Stockholder shall reimburse such shortfall on the Withheld Tax Amount to the relevant Target Group Company and the Buyer shall have no liability or responsibility to increase the proportion of the consideration payable in cash.
If the Resulting Franchise Taxes exceed the Withheld Tax Amount, Buyer and Elmagco will promptly notify Seller, and Seller will wire transfer to Elmagco the balance of the Resulting Franchise Taxes.
If the Withheld Tax Amount exceeds the Resulting Franchise Taxes reflected on such return or returns, Buyer and Elmagco shall immediately release the excess to Seller.
The Buyer shall transfer the Withheld Tax Amount to the relevant Target Group Company for processing through the payroll system of such Target Group Company and only the excess of such Seller’s Closing Cash Consideration over the Withheld Tax Amount, if any, shall be paid to such Seller in accordance with Section 2.3(a).
Accordingly, Buyer and Seller hereby agree that Elmagco shall withhold from the Additional Distribution, as security for Seller's obligation to pay the Resulting Franchise Taxes, the sum of $600,000 (the "Withheld Tax Amount").
Under Section 7.11 of the Purchase Agreement, the parties agreed to withhold the Withheld Tax Amount from the Asset Interest Price paid at Closing for the purpose of assuring Purchaser that the aggregate of Seller’s unpaid sales tax obligations to the WVSTD (as contemplated under West Virginia Code) and any related amounts, including any interest and penalties (collectively, the “Taxes”), will be paid.
Seller hereby authorizes Buyer and Elmagco to utilize the Withheld Tax Amount to pay the Resulting Franchise Taxes, which Seller agrees shall be paid pursuant to a timely filed franchise tax return (or returns, if Resulting Franchise Taxes are due to more than one state).