Responsibility for Taxes Contract Clauses (440)

Grouped Into 5 Collections of Similar Clauses From Business Contracts

This page contains Responsibility for Taxes clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Responsibility for Taxes. This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Employer the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant's participation in the Plan and legally applicable to the Participant ("Tax-Related Items") is and remains the Participant's responsibi...lity and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends and/or any other distributions; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) withholding from the Participant's wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization) without further consent; or Appendix B - 2 (iii) withholding in Shares to be issued upon exercise of the Option; provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. (c) Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the portion of the Option that is exercised, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items (d) Finally, the Participant agrees to pay to the Company or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant's obligations in connection with the Tax-Related Items. View More Arrow
Found in Summit Materials, Inc. contract
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Responsibility for Taxes. This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Employer Participant's employer (the "Employer"), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant's participation in the Plan and legally applicable to Participant or deemed by the Company or ...the Employer in its discretion to be an appropriate charge to Participant even if legally applicable to the Company or the Employer ("Tax-Related Items") Items"), is and remains the Participant's responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or and the Employer (1) (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, Performance Stock Options, including, but not limited to, the grant, vesting or exercise of the Option, Performance Stock Options, the subsequent sale of any Shares acquired pursuant to such at exercise and the receipt of any dividends and/or any other distributions; dividends; and (2) (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option Performance Stock Options to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the jurisdiction, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) 6 Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Full payment of the Participant authorizes Tax-Related Items shall be made by any of the Company and/or following, or a combination thereof, subject to the Employer, Company's right to eliminate, prior to exercise, any of the following as permissible payment methods: (i) in cash or their respective agents, cash equivalents (including certified check, bank check or wire transfer of immediately available funds); (ii) by tendering previously acquired Shares (either actually or by attestation) valued at their discretion, then-Fair Market Value; (iii) by withholding Shares otherwise issuable in connection with the exercise of the Performance Stock Option; (iv) through same-day voluntary or involuntary (on Participant's behalf pursuant to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) this authorization) sales through a broker if permitted by the Company's Securities Trading Policy; (v) withholding from the Participant's wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds (vi) any combination of any of the sale foregoing. In the absence of Shares acquired at exercise of Participant's timely election or in the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant event Section 16(b) applies to this authorization) without further consent; or Appendix B - 2 (iii) withholding in Shares to be issued upon exercise of the Option; provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then Participant, the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless or the use of such withholding Company may determine that a particular method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation be used to satisfy any obligations for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. (c) Items. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates (up to the rate that will not cause an adverse accounting consequence or other applicable withholding rates, cost, including maximum applicable rates, pursuant to ASC Topic 718, as applicable) in which case the Participant will may receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. equivalent Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the portion of the Option that is exercised, vested Performance Stock Options, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items (d) Finally, the Items. Participant agrees to pay to the Company or the Employer, Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant's obligations in connection with the Tax-Related Items. View More Arrow
Found in Nu Skin Enterprises contract
Responsibility for Taxes. This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Employer Affiliate that employs the Participant (the "Employer"), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant's participation in the 4 Plan and legally applicable to the Participant ("Tax-...Related Items") is and remains the Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, Award, including, but not limited to, the grant, vesting or exercise settlement of the Option, Award, the subsequent sale of Shares shares of Stock acquired pursuant to such exercise the Award and the receipt of any dividends and/or any other distributions; Dividend Equivalents; and (2) (b) do not commit to and are under no obligation to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, Furthermore, if the Participant is has become subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant's wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) Employer, (iii) withholding from the proceeds of the sale of Shares Stock acquired at exercise of pursuant to the Option Award, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization) authorization without further consent; or Appendix B - 2 (iii) consent); and/or (iv) withholding in Shares from the shares of Stock subject to be issued upon exercise of the Option; Restricted Stock Units, provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Participant may elect the form of withholding from the alternatives above in advance of any tax withholding event, and in the absence of the Participant's timely election, the Company will withhold in Shares upon shares of Stock, or the relevant taxable or tax Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) may determine that a particular method be used to satisfy any withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation obligations for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. (c) Depending on the withholding method, the Tax‐Related Items. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in Shares, shares of Stock, the Participant is deemed, for tax purposes, the Participant is deemed to have been issued the full number of Shares shares of Stock subject to the portion of the Option that is exercised, vested Restricted Stock Units, notwithstanding that a number of the Shares shares of Stock are held back solely for the purpose of paying the Tax-Related Items (d) Finally, the Participant agrees to pay to the Company or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant's participation in the Plan that cannot be satisfied by the means previously described. Items. The Company may refuse to issue or deliver the Shares or Stock, the proceeds of the sale of Shares Stock or cash in the amount of any Dividend Equivalents if the Participant fails to comply with the Participant's his or her obligations in connection with the Tax-Related Items. View More Arrow
Found in Alliance Data Systems contract
Responsibility for Taxes. This provision supplements Section 6 (a) Participant may not exercise the Option unless the Tax-Related Items of the Nonqualified Stock Option Agreement: (a) The Company and/or any Affiliate, including Participant's employer are satisfied. By accepting the Option, Participant acknowledges that, regardless of any action taken by the Company or, if different, the Employer the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-...related items related to the Participant's participation in the Plan and legally applicable to the Participant ("Tax-Related Items") is and remains the Participant's responsibility and may exceed the amount actually withheld by agrees that the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of an Affiliate may satisfy any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends and/or any other distributions; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Participant's liability applicable tax withholding obligations for Tax-Related Items or achieve any particular tax result. at its sole election as provided in Section 8 of the Plan. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the jurisdiction, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) an Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior Participant acknowledges that, regardless of any action the Company or any Affiliate takes with respect to any relevant taxable or tax all Tax-Related Items, the ultimate liability for all Tax-Related Items is and remains Participant's responsibility and may exceed the amount actually withheld by the Company or an Affiliate. In the event that the amount of the Company's withholding event, as applicable, obligation was greater than the amount withheld by the Company, Participant agrees to make adequate arrangements satisfactory to indemnify and hold the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) withholding harmless from the Participant's wages or other cash compensation paid to the Participant any failure by the Company and/or to withhold the Employer; proper amount. Participant further acknowledges and agrees not to make any claim against the Company, or (ii) withholding from proceeds any of the sale of Shares acquired at exercise of the Option either through a voluntary sale its Officers, Directors, Employees or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization) without further consent; or Appendix B - 2 (iii) withholding in Shares to be issued upon exercise of the Option; provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation Affiliates for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. (c) Depending on arising from the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the portion of the Option that is exercised, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items (d) Finally, the Participant agrees to pay to the Company or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant's obligations in connection with the Tax-Related Items. Option. View More Arrow
Found in NGM BIOPHARMACEUTICALS INC contract
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Responsibility for Taxes. The Employee acknowledges that the ultimate responsibility for the Employee's Federal, state and municipal individual income taxes, the Employee's portion of social security and other payroll taxes, and any other taxes related to the Employee's participation in the Plan and legally applicable to the Employee, is and remains his or her responsibility and may exceed the amount actually withheld by the Company or the Employer. In the event that there is withholding tax liability in connection with ...the vesting of, or lapse of restrictions associated with, PSs, the Employee may satisfy, in whole or in part, any withholding tax liability: (a) by cash payment of an amount equal to such withholding liability; or (b) by having the Company withhold from the number of PSs in which the Employee would be entitled to vest a number of shares of Common Stock having a fair value equal to such withholding tax liability in accordance with the Company's share withholding procedures. View More Arrow
Found in CONDUENT Inc contract
Responsibility for Taxes. The Employee acknowledges that the ultimate responsibility for the Employee's Federal, state and municipal individual income taxes, the Employee's portion of social security and other payroll taxes, and any other taxes related to the Employee's participation in the Plan and legally applicable to the Employee, is and remains his or her responsibility and may exceed the amount actually withheld by the Company or the Employer. In the event that there is withholding tax liability in connection with ...the vesting of, or lapse settlement of restrictions associated with, PSs, RSUs, the Employee may satisfy, in whole or in part, any withholding tax liability: (a) by cash payment of an amount 3 EXHIBIT 10.6(a)(vi)amount equal to such withholding liability; or (b) by having the Company withhold from the number of PSs RSUs in which the Employee would be entitled to vest a number of shares of Common Stock having a fair value equal to such withholding tax liability in accordance with the Company's share withholding procedures. View More Arrow
Found in CONDUENT Inc contract
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Responsibility for Taxes. Other than the Company's obligation and right to withhold federal, state and local taxes, you will be responsible for any and all taxes, interest, and penalties that may be imposed with respect to the payments contemplated by this Agreement (including (without limitation) those imposed under Internal Revenue Code Section 409A). To the extent that this Agreement is subject to Internal Revenue Code Section 409A, you and the Company agree that the terms and conditions of this Agreement shall be con...strued and interpreted to the maximum extent reasonably possible, without altering the fundamental intent of this Agreement, to comply with and avoid the imputation of any tax, penalty or interest under Code Section 409A. View More Arrow
Found in ALTABA INC. contract
Responsibility for Taxes. Other than the Company's Yahoo!'s obligation and right to withhold federal, state and local taxes, you will be responsible for any and all taxes, interest, and penalties that may be imposed with respect to the payments contemplated by this Agreement (including (without limitation) those imposed under Internal Revenue Code Section 409A). To the extent that this Agreement is subject to Internal Revenue Code Section 409A, you and the Company Yahoo! agree that the terms and conditions of this Agreem...ent shall be construed and interpreted to the maximum extent reasonably possible, without altering the fundamental intent of this Agreement, to comply with and avoid the imputation of any tax, penalty or interest under Code Section 409A. View More Arrow
Found in ALTABA INC. contract
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Responsibility for Taxes. You acknowledge that the ultimate liability for income tax, social insurance or other tax-related withholding (hereinafter "Tax-Related Items") in connection with this grant, its exercise or the subsequent sale of shares received thereunder is your responsibility, and that TI (a) makes no representations or undertakings with respect to the treatment for tax purposes of the grant or exercise of this option or sale of shares received thereunder, or any dividends on issued shares, and (b) does not ...commit to structure the grant to reduce your liability for Tax-Related Items. You authorize TI to withhold all applicable Tax-Related Items legally payable by you from your wages or other cash compensation paid to you by TI or from proceeds of the sale of the shares. If permissible under local law, TI may (a) sell or arrange for the sale of shares that you acquire to meet the withholding obligation for Tax-Related Items, and/or (b) withhold shares to meet such obligations. Finally, you shall pay to TI any amount of Tax-Related Items that TI may be required to withhold that cannot be satisfied by the means described above. View More Arrow
Found in Texas Instruments contract
Responsibility for Taxes. You acknowledge that the ultimate liability for income tax, social insurance or other tax-related withholding (hereinafter "Tax-Related Items") ("Tax-Related Items"), including any taxes under Section 409A of the U.S. Internal Revenue Code, in connection with this grant, its exercise Award, the payment of Dividend Equivalents or the issuance of shares hereunder, or the subsequent sale of such shares received thereunder is your responsibility, and that TI makes (a) makes no representations or und...ertakings with respect to the treatment for tax purposes of this Award, any shares or Dividend Equivalents received hereunder, the grant or exercise of this option or sale of such shares received thereunder, or any dividends paid on issued shares, shares and (b) does not commit to structure the grant to reduce your liability for Tax-Related Items. You authorize TI to withhold all applicable Tax-Related Items legally payable by you from your wages or other cash compensation paid to you by TI TI, from Dividend Equivalents or from proceeds of the sale of the shares. If permissible under local law, TI may (a) sell or arrange for the sale of shares that you acquire to meet the withholding obligation for Tax-Related Items, and/or (b) withhold shares to meet such obligations. Finally, you shall pay to TI any amount of Tax-Related Items that TI may be required to withhold that cannot be satisfied by the means described above. View More Arrow
Found in Texas Instruments contract
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Responsibility for Taxes. Regardless of any action by the Company with respect to any or all tax obligations of the Participant with respect to the RSUs, the Participant acknowledges responsibility for payment of all such taxes. The Company makes no representations regarding the treatment of any tax obligations in connection with the grant or vesting of the RSUs, any subsequent sale of Shares and the receipt of dividends, if any. The Company makes no commitment to structure the terms of the grant or any aspect of the RSU...s to reduce or eliminate the Participant's liability for such tax. View More Arrow
Found in American Axle & Manufacturing Holdings, Inc. contract
Responsibility for Taxes. Regardless of any action by the Company with respect to any or all tax obligations of the Participant with respect to the RSUs, the Participant acknowledges responsibility for payment of all such taxes. taxes and for filing any relevant documentation (including, without limitation, tax returns or reporting statements) that may be required in relation to the Award (including, without limitation, any such documentation related to the holding of shares or any bank or brokerage account, the subseque...nt sale of shares or the receipt of any dividends). The Company makes no representations regarding the treatment of any tax obligations in connection with the grant or vesting of the RSUs, any subsequent sale of Shares and the receipt of dividends, if any. The Company makes no commitment to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant's liability for such tax. View More Arrow
Found in American Axle & Manufacturing Holdings, Inc. contract
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