Taxes Clause Example with 19 Variations from Business Contracts
This page contains Taxes clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Taxes. The Participant hereby acknowledges and understands that he or she may suffer adverse tax consequences as a result of the Participant's receipt of, vesting in, or disposition of, the RSUs. 1 (a) Representations. The Participant has reviewed with the Participant's tax advisors the tax consequences of this Award Agreement and the RSUs granted hereunder, including any U.S. federal, state and local tax laws, and any other applicable taxing jurisdiction. The Participant is relying solely on such advi...sors and not on any statements or representations of the Company or any of its agents. The Participant hereby acknowledges and understands that the Participant (and not the Company) will be responsible for the Participant's tax liability that may arise as a result of the Participant receiving this Award Agreement and the RSUs granted hereunder. (b) Payment of Withholding Taxes. The Participant will make appropriate arrangements with the Company for the satisfaction of all U.S. federal, state, local and non-U.S. income and employment tax withholding requirements applicable to any RSUs that settle in Shares in accordance with Section 3. The Committee has the sole authority to determine whether a "net withholding" may be permitted or is required for purposes of the Participant satisfying his or her obligations under this Section 4(b). The Participant hereby acknowledges the Company's obligations under this Award Agreement are fully contingent on the Participant first satisfying this Section 4(b). Therefore, a failure of the Participant to reasonably satisfy this Section 4 in accordance with the Committee's sole and absolute discretion will result in the automatic termination and expiration of this Award Agreement and the Company's obligations hereunder. The Participant hereby agrees that a breach of this Section 4(b) will be deemed to be a material breach of this Award Agreement. (c) No Application of Section 409A. The RSUs and this Award Agreement are intended to avoid the application of Section 409A of the Code ("Section 409A") because there is no deferral arrangement. Notwithstanding any other provision in the Plan or this Award Agreement to the contrary, the Committee has the right, in its sole discretion, to adopt such amendments to the Plan or this Award Agreement or take such other actions (including amendments and actions with retroactive effect) as the Committee determines are necessary or appropriate for the RSUs to comply with Section 409A.View More
Variations of a "Taxes" Clause from Business Contracts
Taxes. The Participant hereby acknowledges and understands that he or she may suffer adverse tax consequences as a result of the Participant's receipt of, vesting in, exercise of the Option or disposition of, of the RSUs. 1 Optioned Shares. (a) Representations. The Participant has reviewed with the Participant's tax advisors the tax consequences of this Award Agreement and the RSUs Optioned Shares granted hereunder, including any U.S. federal, state and local tax laws, and any other applicable taxing j...urisdiction. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant hereby acknowledges and understands that the Participant (and not the Company) will be responsible for the Participant's tax liability that may arise as a result of the Participant receiving this Award Agreement and the RSUs Optioned Shares granted hereunder. (b) Payment of Withholding Taxes. The Participant will make appropriate arrangements with the Company for the satisfaction of all U.S. federal, state, local and non-U.S. income and employment tax withholding requirements applicable to any RSUs that settle in Shares in accordance with Section 3. the Option exercise. The Committee Administrator has the sole authority to determine whether a "net withholding" may be permitted or is required for purposes of the Participant satisfying his or her obligations under this Section 4(b). 7(b). The Participant hereby acknowledges the Company's obligations under this Award Agreement are fully contingent on the Participant first satisfying this Section 4(b). 7(b). Therefore, a failure of the Participant to reasonably satisfy this Section 4 7 in accordance with the Committee's Administrator's sole and absolute discretion will result in the automatic termination and expiration of this Award Agreement and the Company's obligations hereunder. The Participant hereby agrees that a breach of this Section 4(b) 7 will be deemed to be a material breach of this Award Agreement. (c) No Application Notice of Section 409A. The RSUs Disqualifying Disposition of Shares. If the Option granted to the Participant herein is designated as an Incentive Stock Option, and this Award Agreement are intended to avoid if the application Participant sells or otherwise disposes of Section 409A any of the Code ("Section 409A") because there is no deferral arrangement. Notwithstanding any other provision in the Plan or this Award Agreement Shares acquired pursuant to the contrary, Incentive Stock Option on or before the Committee has later of: (i) the right, date two years after the Date of Grant and (ii) the date one year after the date of exercise, the Participant will immediately notify the Company in its sole discretion, writing of such disposition. The Participant hereby acknowledges and agrees that the Participant may be subject to adopt such amendments to income tax withholding by the Plan or this Award Agreement or take such other actions (including amendments and actions Company on the compensation income recognized by the Participant in connection with retroactive effect) as the Committee determines are necessary or appropriate for exercise of the RSUs to comply with Section 409A. Option. View More
Taxes. The Participant hereby acknowledges and understands that he or she may suffer adverse tax consequences as a result of the Participant's receipt of, vesting in, exercise of the Option or disposition of, of the RSUs. 1 Optioned Shares. (a) Representations. The Participant has reviewed with the Participant's tax advisors the tax consequences of this Award Agreement and the RSUs Optioned Shares granted hereunder, including any U.S. federal, state and local tax laws, and any other applicable taxing j...urisdiction. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant hereby acknowledges and understands that that, except as otherwise provided in the employment agreement between the Participant and the Company, the Participant (and not the Company) will be responsible for the Participant's tax liability that may arise as a result of the Participant receiving this Award Agreement and the RSUs Optioned Shares granted hereunder. (b) Payment of Withholding Taxes. The Participant will make appropriate arrangements with the Company for the satisfaction of all U.S. federal, state, local and non-U.S. income and employment tax withholding requirements applicable to any RSUs that settle in Shares in accordance with Section 3. the Option exercise. The Committee has the sole authority to determine whether a "net withholding" may be permitted or is required for purposes of the Participant satisfying his or her obligations under this Section 4(b). 7(b). The Participant hereby acknowledges the Company's obligations under this Award Agreement are fully contingent on the Participant first satisfying this Section 4(b). 7(b). Therefore, a failure of the Participant to reasonably satisfy this Section 4 7 in accordance with the Committee's sole and absolute discretion will result in the automatic termination and expiration of this Award Agreement and the Company's obligations hereunder. The Participant hereby agrees that a breach of this Section 4(b) 7 will be deemed to be a material breach of this Award Agreement. (c) No Application Notice of Section 409A. The RSUs Disqualifying Disposition of Shares. If the Option granted to the Participant herein is designated as an Incentive Stock Option, and this Award Agreement are intended to avoid if the application Participant sells or otherwise disposes of Section 409A any of the Code ("Section 409A") because there is no deferral arrangement. Notwithstanding any other provision in the Plan or this Award Agreement Shares acquired pursuant to the contrary, Incentive Stock Option on or before the Committee has later of: (i) the right, date two years after the Date of Grant and (ii) the date one year after the date of exercise, the Participant will immediately notify the Company in its sole discretion, writing of such disposition. The Participant hereby acknowledges and agrees that the Participant may be subject to adopt such amendments to income tax withholding by the Plan or this Award Agreement or take such other actions (including amendments and actions Company on the compensation income recognized by the Participant in connection with retroactive effect) as the Committee determines are necessary or appropriate for exercise of the RSUs to comply with Section 409A. Option. View More
Taxes. The Participant hereby acknowledges and understands that he or she may suffer adverse tax consequences as a result of the Participant's receipt of, vesting in, of or disposition of, the RSUs. 1 Shares. (a) Representations. The Participant has reviewed with the Participant's tax advisors the tax consequences of this Award Agreement and the RSUs Shares granted hereunder, including any U.S. federal, state and local tax laws, and any other applicable taxing jurisdiction. The Participant is relying s...olely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant hereby acknowledges and understands that the Participant (and not the Company) will be responsible for the Participant's tax liability that may arise as a result of the Participant receiving this Award Agreement and the RSUs Shares granted hereunder. (b) Payment of Withholding Taxes. The Participant will make appropriate arrangements with the Company for the satisfaction of all U.S. federal, state, local and non-U.S. income and employment tax withholding requirements applicable to any RSUs that settle in Shares in accordance with Section 3. Shares. The Committee has the sole authority to determine whether authorized a "net withholding" may be permitted or is required for purposes of the Participant satisfying his or her obligations under this Section 4(b). 2(b). The Participant hereby acknowledges the Company's obligations under this Award Agreement are fully contingent on the Participant first satisfying this Section 4(b). 2(b). Therefore, a failure of the Participant to reasonably satisfy this Section 4 2 in accordance with the Committee's sole and absolute discretion will result in the automatic termination and expiration of this Award Agreement and the Company's obligations hereunder. The Participant hereby agrees that a breach of this Section 4(b) 2(b) will be deemed to be a material breach of this Award Agreement. (c) No Application of Section 409A. The RSUs and this Award Agreement are intended to avoid the application of Section 409A of the Code ("Section 409A") because there is no deferral arrangement. Notwithstanding any other provision in the Plan or this Award Agreement to the contrary, the Committee has the right, in its sole discretion, to adopt such amendments to the Plan or this Award Agreement or take such other actions (including amendments and actions with retroactive effect) as the Committee determines are necessary or appropriate for the RSUs to comply with Section 409A.View More
Taxes. The Participant hereby acknowledges and understands that he or she may suffer adverse tax consequences as a result of the Participant's receipt of, vesting in, or disposition of, the RSUs. 1 PSUs. (a) Representations. The Participant has reviewed with the Participant's his or her own tax advisors the tax consequences of this Award Agreement and the RSUs PSUs granted hereunder, including any U.S. federal, state and local tax laws, and any other applicable taxing jurisdiction. The Participant is r...elying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant hereby acknowledges and understands that the Participant he or she (and not the Company) will shall be responsible for the Participant's his or her own tax liability that may arise as a result of the Participant his or her receiving this Award Agreement and the RSUs PSUs granted hereunder. (b) Payment of Withholding Taxes. The Participant will shall make appropriate arrangements with the Company for the satisfaction of all U.S. federal, state, local and non-U.S. income and employment tax withholding requirements applicable to any RSUs PSUs that settle in Shares of Common Stock in accordance with Section 3. 2. The Committee has Company may satisfy its withholding obligation in its discretion by (i) withholding the sole authority balance of all applicable amounts legally payable by the Participant through wages or other cash compensation paid to determine whether a "net withholding" may be permitted or is required for purposes the Participant by the Company and/or (ii) withholding in Shares, provided that the Company does not withhold an amount of Shares in excess of the amount necessary to satisfy the applicable withholding amount based on the maximum statutory tax rates in the Participant's applicable jurisdiction. The Participant satisfying his or her obligations under hereby agrees that a breach of this Section 4(b). 3(b) shall be deemed to be a material breach of this Award Agreement. The Participant hereby acknowledges his or her understanding that the Company's obligations under this Award Agreement are fully contingent on the Participant first satisfying this Section 4(b). 3(b). Therefore, a failure of the Participant to reasonably satisfy this Section 4 3 in accordance with the Committee's sole and absolute discretion will shall result in the automatic termination and expiration of this Award Agreement and the Company's obligations hereunder. The Participant hereby agrees that a breach of this Section 4(b) will be deemed to be a material breach of this Award Agreement. (c) No Application of Section 409A. The RSUs PSUs and this Award Agreement are intended to avoid the application of Section 409A of the Code ("Section 409A") because either (i) there is no deferral arrangement. arrangement or (ii) the Award Agreement satisfies an exemption available under Section 409A such as the short-term deferral rule. Notwithstanding any other provision in the Plan or this Award Agreement to the contrary, the Committee has shall have the right, in its sole discretion, to adopt such amendments to the Plan or this Award Agreement or take such other actions (including amendments and actions with retroactive effect) as the Committee determines are necessary or appropriate for the RSUs PSUs to comply with Section 409A. View More
Taxes. The Participant hereby acknowledges and understands that he or she may suffer adverse tax consequences as a result of the Participant's receipt of, of or vesting in, in the RSUs or disposition of, of the shares of Common Stock received in exchange for vested RSUs. 1 -1- (a) Representations. The Participant has reviewed with the Participant's tax advisors the tax consequences of the Notice and this Award Agreement and the RSUs granted hereunder, including any U.S. federal, state and local tax law...s, and any other applicable taxing jurisdiction. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant hereby acknowledges and understands that the Participant (and not the Company) will be responsible for the Participant's tax liability that may arise as a result of the Participant receiving the Notice, this Award Agreement and the RSUs granted hereunder. (b) Payment of Withholding Taxes. The Participant will make appropriate arrangements with the Company for the satisfaction of all U.S. federal, state, local and non-U.S. income and employment tax withholding requirements applicable to any RSUs that settle in Shares shares of Common Stock in accordance with Section 3. The Committee has the sole authority to determine whether a "net withholding" may be permitted or is required for purposes of the Participant satisfying his or her obligations under this Section 4(b). The Participant hereby acknowledges the Company's obligations under this Award Agreement are fully contingent on the Participant first satisfying this Section 4(b). Therefore, a failure (c) Section 409A of the Participant to reasonably satisfy this Section 4 in accordance with the Committee's sole and absolute discretion will result in the automatic termination and expiration of this Award Agreement and the Company's obligations hereunder. Code. The Participant hereby agrees that a breach of this Section 4(b) will be deemed to be a material breach of this Award Agreement. (c) No Application of Section 409A. The RSUs Notice and this Award Agreement are intended designed to avoid be exempt from the application of Section 409A of the Code ("Section 409A") because there is no deferral arrangement. Notwithstanding any other provision in Code. To that end, the Plan or Notice and this Award Agreement to will at all times be interpreted and administered in a manner that is consistent with exemption from Section 409A of the contrary, the Committee has the right, in its sole discretion, to adopt such amendments to the Plan or this Award Agreement or take such other actions (including amendments and actions with retroactive effect) as the Committee determines are necessary or appropriate for the RSUs to comply with Section 409A. Code. View More
Taxes. The Participant hereby acknowledges and understands that he or she may suffer adverse tax consequences as a result of the Participant's receipt of, vesting in, or disposition of, the RSUs. 1 (a) Representations. The Participant has reviewed with the Participant's his or her own tax advisors the tax consequences of this Award Agreement and the RSUs granted hereunder, including any U.S. federal, state and local tax laws, and any other applicable taxing jurisdiction. The Participant is relying sole...ly on such advisors and not on any statements or representations of the Company or any of its agents. The Participant hereby acknowledges and understands that the Participant he or she (and not the Company) will shall be responsible for the Participant's his or her own tax liability that may arise as a result of the Participant his or her receiving this Award Agreement and the RSUs granted hereunder. (b) Payment of Withholding Taxes. The Participant will shall make appropriate arrangements with the Company for the satisfaction of all U.S. federal, state, local and non-U.S. income and employment tax withholding requirements applicable to any RSUs that settle in Shares of Common Stock in accordance with Section 3. 2. The Committee has Company may satisfy its withholding obligation in its discretion by (i) withholding the sole authority balance of all applicable amounts legally payable by the Participant through wages or other cash compensation paid to determine whether a "net withholding" may be permitted or is required for purposes the Participant by the Company and/or (ii) withholding in Shares, provided that the Company does not withhold an amount of Shares in excess of the amount necessary to satisfy the applicable withholding amount based on the maximum statutory tax rates in the Participant's applicable jurisdiction. The Participant satisfying his or her obligations under hereby agrees that a breach of this Section 4(b). 3(b) shall be deemed to be a material breach of this Award Agreement. The Participant hereby acknowledges his or her understanding that the Company's obligations under this Award Agreement are fully contingent on the Participant first satisfying this Section 4(b). 3(b). Therefore, a failure of the Participant to reasonably satisfy this Section 4 3 in accordance with the Committee's sole and absolute discretion will shall result in the automatic termination and expiration of this Award Agreement and the Company's obligations hereunder. The Participant hereby agrees that a breach of this Section 4(b) will be deemed to be a material breach of this Award Agreement. (c) No Application of Section 409A. The RSUs and this Award Agreement are intended to avoid the application of Section 409A of the Code ("Section 409A") because either (i) there is no deferral arrangement. arrangement or (ii) the Award Agreement satisfies an exemption available under Section 409A such as the short-term deferral rule. Notwithstanding any other provision in the Plan or this Award Agreement to the contrary, the Committee has shall have the right, in its sole discretion, to adopt such amendments to the Plan or this Award Agreement or take such other actions (including amendments and actions with retroactive effect) as the Committee determines are necessary or appropriate for the RSUs to comply with Section 409A. View More
Taxes. The Participant hereby acknowledges and understands that he or she may suffer adverse tax consequences as a result of the Participant's receipt of, vesting in, or disposition of, the RSUs. 1 (a) Representations. The Participant has reviewed with the Participant's his or her own tax advisors the tax consequences of this Award Agreement and the RSUs granted hereunder, including any U.S. federal, state and local tax laws, and any other applicable taxing jurisdiction. The Participant is relying sole...ly on such advisors and not on any statements or representations of the Company or any of its agents. The Participant hereby acknowledges and understands that the Participant he or she (and not the Company) will shall be responsible for the Participant's his or her own tax liability that may arise as a result of the Participant his or her receiving this Award Agreement and the RSUs granted hereunder. (b) Payment of Withholding Taxes. The Participant will shall make appropriate arrangements with the Company for the satisfaction of all U.S. federal, Federal, state, local and non-U.S. 1 income and employment tax withholding requirements applicable to any RSUs that settle in Shares of Common Stock in accordance with Section 3. 2. The Committee has shall have the sole authority to determine whether a "net withholding" may be permitted or is required for purposes of the Participant satisfying his or her obligations under this Section 4(b). The 3(b). Participant hereby acknowledges his or her understanding that the Company's obligations under this Award Agreement are fully contingent on the Participant first satisfying this Section 4(b). 3(b). Therefore, a failure of the Participant to reasonably satisfy this Section 4 3 in accordance with the Committee's sole and absolute discretion will shall result in the automatic termination and expiration of this Award Agreement and the Company's obligations hereunder. The Participant hereby agrees that a breach of this Section 4(b) will 3(b) shall be deemed to be a material breach of this Award Agreement. (c) No Application of Section 409A. The RSUs and this Award Agreement are intended to avoid the application of Section 409A of the Code ("Section 409A") because there is no deferral arrangement. Notwithstanding any other provision in the Plan or this Award Agreement to the contrary, the Committee has shall have the right, in its sole discretion, to adopt such amendments to the Plan or this Award Agreement or take such other actions (including amendments and actions with retroactive effect) as the Committee determines are necessary or appropriate for the RSUs to comply with Section 409A. View More
Taxes. The Participant hereby acknowledges and understands that he or she may suffer adverse tax consequences as a result of the Participant's receipt of, vesting in, or disposition of, the RSUs. 1 SARs. (a) Representations. The Participant has reviewed with the Participant's his or her own tax advisors the tax consequences of this Award Agreement and the RSUs SARs granted hereunder, including any U.S. federal, state and local tax laws, and any other applicable taxing jurisdiction. The Participant is r...elying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant hereby acknowledges and understands that the Participant he or she (and not the Company) will shall be responsible for the Participant's his or her own tax liability that may arise as a result of the Participant his or her receiving this Award Agreement and the RSUs SARs granted hereunder. (b) Payment of Withholding Taxes. The Participant will shall make appropriate arrangements with the Company for the satisfaction of all U.S. federal, state, local and non-U.S. income and employment tax withholding requirements applicable to any RSUs SARs that settle in Shares in accordance with Section 3. The Committee has the sole authority to determine whether a "net withholding" may be permitted or is required for purposes of the Participant satisfying hereby acknowledges his or her obligations under this Section 4(b). The Participant hereby acknowledges understanding that the Company's obligations under this Award Agreement are fully contingent on the Participant first satisfying this Section 4(b). Therefore, a failure of the Participant to reasonably satisfy this Section 4 in accordance with the Committee's sole and absolute discretion will shall result in the automatic termination and expiration of this Award Agreement and the Company's obligations hereunder. The Participant hereby agrees that a breach of this Section 4(b) will shall be deemed to be a material breach of this Award Agreement. (c) No Application of Section 409A. The RSUs SARs and this Award Agreement are intended to avoid the application of Section 409A of the Code ("Section 409A") because there is no deferral arrangement. Notwithstanding any other provision in the Plan or this Award Agreement to the contrary, the Committee has shall have the right, in its sole discretion, to adopt such amendments to the Plan or this Award Agreement or take such other actions (including amendments and actions with retroactive effect) as the Committee determines are necessary or appropriate for the RSUs SARs to comply with Section 409A. View More
Taxes. The Participant hereby acknowledges and understands that he or she may suffer adverse tax consequences as a result of the Participant's receipt of, vesting in, or disposition of, the RSUs. 1 (a) Representations. The Participant has reviewed with the Participant's his or her own tax advisors the tax consequences of this Award Agreement and the RSUs granted hereunder, including any U.S. federal, state and local tax laws, and any other applicable taxing jurisdiction. The Participant is relying sole...ly on such advisors and not on any statements or representations of the Company or any of its agents. The Participant hereby acknowledges and understands that the Participant he or she (and not the Company) will shall be responsible for the Participant's his or her own tax liability that may arise as a result of the Participant his or her receiving this Award Agreement and the RSUs granted hereunder. (b) Payment of Withholding Taxes. The Participant will shall make appropriate arrangements with the Company for the satisfaction of all U.S. federal, state, local and non-U.S. income and employment tax withholding requirements applicable to any RSUs that settle in Shares in accordance with Section 3. 2. The Committee has shall have the sole authority to determine whether a "net withholding" may be permitted or is required for purposes of the Participant satisfying his or her obligations under this Section 4(b). 3(b). The Participant hereby acknowledges his or her understanding that the Company's obligations under this Award Agreement are fully contingent on the Participant first satisfying this Section 4(b). 3(b). Therefore, a failure of the Participant to reasonably satisfy this Section 4 3 in accordance with the Committee's sole and absolute discretion will shall result in the automatic termination and expiration of this Award Agreement and the Company's obligations hereunder. The Participant hereby agrees that a breach of this Section 4(b) will 3(b) shall be deemed to be a material breach of this Award Agreement. (c) No Application of Section 409A. The RSUs and this Award Agreement are intended to avoid the application of Section 409A of the Code ("Section 409A") because there is no deferral arrangement. Notwithstanding any other provision in the Plan or this Award Agreement to the contrary, the Committee has shall have the right, in its sole discretion, to adopt such amendments to the Plan or this Award Agreement or take such other actions (including amendments and actions with retroactive effect) as the Committee determines are necessary or appropriate for the RSUs to comply with Section 409A. View More
