Taxes Clause Example 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 or disposition of, the Shares. (a) Representations. The Participant has reviewed with the Participant's tax advisors the tax consequences of this Award Agreement and the Shares 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 advisors and no...t 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 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 Shares. The Committee has authorized a "net withholding" for purposes of the Participant satisfying his or her obligations under this Section 2(b). The Participant hereby acknowledges the Company's obligations under this Award Agreement are fully contingent on the Participant first satisfying this Section 2(b). Therefore, a failure of the Participant to reasonably satisfy this Section 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 2(b) will be deemed to be a material breach of this Award Agreement. View More