Taxes Clause Example with 6 Variations from Business Contracts

Taxes. (a) Tax Liability. The Participant is ultimately liable and responsible for all taxes owed by the Participant in connection with the Award, regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the Award. The Company does not make any representation or undertaking regarding the treatment of any tax withholding in connection with the grant or vesting of the Award or the subsequent sale of Common Stock. vested Restricted Shares. Th...e Company does not commit and is under no obligation to structure the Award to reduce or eliminate the Participant's tax liability. 2 (b) Payment of Withholding Taxes. In the event required by federal, state or local law, the Company will have the right and is hereby authorized to withhold, and/or to require the Participant to pay upon the occurrence of an the event triggering the requirement, any applicable withholding taxes in respect of the Award, whether upon its Restricted Shares, their grant, vesting, settlement, and/or otherwise, vesting or otherwise and to take such other action as may be necessary in the opinion of the Board Committee to satisfy all obligations for the payment of such withholding taxes. The Company may, Company, in its sole discretion, discretion and subject pursuant to compliance with all applicable laws such procedures as set forth at Section 8 below, it may specify from time to time, may permit the Participant to satisfy such tax withholding obligation, in whole or in part, without limitation, by: part (without limitation) by (i) causing paying cash; (ii) electing to have the Participant to tender a cash payment; (ii) permitting the Participant to enter into a "same-day-sale" commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a "FINRA Dealer") whereby the Participant shall irrevocably elect to sell a portion of the Common Stock to be delivered upon settlement in an amount necessary to satisfy the withholding taxes and the FINRA Dealer irrevocably commits to forward the proceeds directly to the Company; (iii) withholding Company withhold otherwise then deliverable vested Restricted Shares having a fair market value equal to the minimum amount required to be withheld; (iii) delivering to the Company, vested and owned shares of Common Stock having a fair market value not to exceed the maximum statutory withholding amount permissible in the applicable jurisdictions; (iv) causing the Participant to surrender Common Stock of the Company which (A) in the case of Common Stock initially acquired pursuant to an Award or otherwise, has been owned by the Participant for any applicable holding period, and (B) has a fair market value on the date of surrender equal to the amount required to be withheld; or (v) (iv) through any other lawful manner. The Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to inadequate withholding. (c) THE PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY HAS DIRECTED HIM OR HER TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE INCOME TAX LAWS OF ANY MUNICIPALITY OR STATE IN WHICH HE OR SHE MAY RESIDE. The Company shall withhold from any dividends paid during the vesting period only the amounts the Company is required to withhold to satisfy any applicable tax withholding requirements with respect to such dividends based on minimum statutory withholding rates for federal and state tax purposes, including any payroll taxes. View More

Taxes. (a) Tax Liability. The Participant is ultimately liable and responsible for all taxes owed by the Participant in connection with the this Award, regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the this Award. The Company does not make any representation or undertaking regarding the treatment of any tax withholding in connection with the grant or vesting of the this Award or the subsequent sale exercise of Common Stock. the ...SARs. The Company does not commit and is under no obligation to structure the this Award to reduce or eliminate the Participant's tax liability. (b) Payment of Withholding Taxes. In the event required by federal, state or local law, the Company will have the right and is hereby authorized to withhold, and/or to require the Participant to pay upon the occurrence of an the event triggering the requirement, any applicable withholding taxes in respect of the Award, whether upon its SARs, their grant, vesting, settlement, and/or otherwise, exercise or otherwise and to take such other action as may be necessary in the opinion of the Board Committee to satisfy all obligations for the payment of such withholding taxes. The Participant hereby authorizes the Company may, in its sole discretion, and subject to compliance with all applicable laws as set forth at Section 8 below, permit the Participant to satisfy such tax withholding obligation, in whole or in part, without limitation, by: part (without limitation) by deducting all applicable federal, state and local tax withholding with respect to exercise of the SARs from (i) causing the Participant's wages or other cash compensation payable to the Participant to tender a by the Company and/or (ii) from any cash payment; (ii) permitting the Participant to enter into a "same-day-sale" commitment with a broker-dealer that is a member payment(s) due upon exercise of the Financial Industry Regulatory Authority (a "FINRA Dealer") whereby the Participant shall irrevocably elect to sell a portion of the Common Stock to be delivered upon settlement in an amount necessary to satisfy the withholding taxes and the FINRA Dealer irrevocably commits to forward the proceeds directly to the Company; (iii) withholding otherwise then deliverable Common Stock having a fair market value not to exceed the maximum statutory withholding amount permissible in the applicable jurisdictions; (iv) causing the Participant to surrender Common Stock of SAR, as determined by the Company which (A) in the case of Common Stock initially acquired pursuant to an Award or otherwise, has been owned by the Participant for any applicable holding period, and (B) has a fair market value on the date of surrender equal to the amount required to be withheld; or (v) through any other lawful manner. its sole discretion. The Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to inadequate withholding. (c) THE PARTICIPANT The Company shall withhold from any dividends paid during the vesting period only the amounts the Company is required to withhold to satisfy any applicable tax withholding requirements with respect to such dividends based on minimum statutory withholding rates for federal and state tax purposes, including any payroll taxes. 4 YOU FURTHER ACKNOWLEDGES ACKNOWLEDGE THAT THE COMPANY HAS DIRECTED HIM OR HER YOU TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AMENDED (THE "CODE"), AND THE INCOME TAX LAWS OF ANY MUNICIPALITY OR STATE IN WHICH HE OR SHE YOU MAY RESIDE. View More

Taxes. (a) Tax Liability. The Participant is ultimately liable and responsible for all taxes owed by the Participant in connection with the Award, regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the Award. The Company does not make any representation or undertaking regarding the treatment of any tax withholding in connection with the grant or vesting of the Award or the subsequent sale of Common Stock. vested Restricted Shares. Th...e Company does not commit and is under no obligation to structure the Award to reduce or eliminate the Participant's tax liability. (b) Payment of Withholding Taxes. In the event required by federal, federal or state or local law, the Company will have the right and is hereby authorized to withhold, and/or or to require the Participant to pay upon the occurrence of an the event triggering the requirement, any applicable withholding taxes in respect of the Award, whether upon its Restricted Shares, their grant, vesting, settlement, and/or otherwise, vesting or otherwise and to take such other action as may be necessary in the opinion of the Board Committee to satisfy all obligations for the payment of such withholding taxes. The Company may, Company, in its sole discretion, discretion and subject pursuant to compliance with all applicable laws such procedures as set forth at Section 8 below, it may specify from time to time, may permit the Participant to satisfy such tax withholding obligation, in whole or in part, without limitation, by: part (without limitation) by (i) causing paying cash; (ii) electing to have the Participant to tender a cash payment; (ii) permitting the Participant to enter into a "same-day-sale" commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a "FINRA Dealer") whereby the Participant shall irrevocably elect to sell a portion of the Common Stock to be delivered upon settlement in an amount necessary to satisfy the withholding taxes and the FINRA Dealer irrevocably commits to forward the proceeds directly to the Company; (iii) withholding Company withhold otherwise then deliverable vested Restricted Shares having a fair market value equal to the minimum amount required to be withheld; (iii) delivering to the Company, vested and owned shares of Common Stock having a fair market value not to exceed the maximum statutory withholding amount permissible in the applicable jurisdictions; (iv) causing the Participant to surrender Common Stock of the Company which (A) in the case of Common Stock initially acquired pursuant to an Award or otherwise, has been owned by the Participant for any applicable holding period, and (B) has a fair market value on the date of surrender equal to the amount required to be withheld; or (v) (iv) through any other lawful manner. The Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to inadequate withholding. (c) THE PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY HAS DIRECTED HIM OR HER TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE INCOME TAX LAWS OF ANY MUNICIPALITY OR STATE IN WHICH HE OR SHE MAY RESIDE. The Company shall withhold from any dividends paid during the vesting period only the amounts the Company is required to withhold to satisfy any applicable tax withholding requirements with respect to such dividends based on minimum statutory withholding rates for federal and state tax purposes, including any payroll taxes. View More

Taxes. (a) Tax Liability. The Participant is ultimately liable and responsible for all taxes owed by the Participant in connection with the this Award, regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the this Award. The Company does not make any representation or undertaking regarding the treatment of any tax withholding in connection with the grant or vesting of the this Award or the subsequent sale exercise of Common Stock. the ...Options. The Company does not commit and is under no obligation to structure the this Award to reduce or eliminate the Participant's tax liability. (b) Payment of Withholding Taxes. In the event required by federal, state or local law, the Company will have the right and is hereby authorized to withhold, and/or to require the Participant to pay upon the occurrence of an the event triggering the requirement, any applicable withholding taxes in respect of the Award, whether upon its Options, their grant, vesting, settlement, and/or otherwise, exercise or otherwise and to take such other action as may be necessary in the opinion of the Board Committee to satisfy all obligations for the payment of such withholding taxes. The Company may, Company, in its sole discretion, discretion and subject pursuant to compliance with all applicable laws such procedures as set forth at Section 8 below, it may specify from time to time, may permit the Participant to satisfy such tax withholding obligation, in whole or in part, without limitation, by: part (without limitation) by (i) causing paying cash; (ii) electing to have the Participant to tender a cash payment; (ii) permitting the Participant to enter into a "same-day-sale" commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a "FINRA Dealer") whereby the Participant shall irrevocably elect to sell a portion of the Common Stock to be delivered upon settlement in an amount necessary to satisfy the withholding taxes and the FINRA Dealer irrevocably commits to forward the proceeds directly to the Company; (iii) withholding Company withhold otherwise then deliverable shares of Common Stock upon exercise of the Options having a Fair Market Value equal to the minimum amount required to be withheld; (iii) delivering to the Company, vested and owned shares of Common Stock having a fair market value not to exceed the maximum statutory withholding amount permissible in the applicable jurisdictions; (iv) causing the Participant to surrender Common Stock of the Company which (A) in the case of Common Stock initially acquired pursuant to an Award or otherwise, has been owned by the Participant for any applicable holding period, and (B) has a fair market value on the date of surrender Fair Market Value equal to the amount required to be withheld; or (v) (iv) through any other lawful manner. The Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to inadequate withholding. (c) THE PARTICIPANT The Company shall withhold from any dividends paid during the vesting period only the amounts the Company is required to withhold to satisfy any applicable tax withholding requirements with respect to such dividends based on minimum statutory withholding rates for federal and state tax purposes, including any payroll taxes. 4 YOU FURTHER ACKNOWLEDGES ACKNOWLEDGE THAT THE COMPANY HAS DIRECTED HIM OR HER YOU TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AMENDED (THE "CODE"), AND THE INCOME TAX LAWS OF ANY MUNICIPALITY OR STATE IN WHICH HE OR SHE YOU MAY RESIDE. View More

Taxes. (a) Tax Liability. The Participant is ultimately liable and responsible for all taxes owed by the Participant in connection with the Award, regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the Award. The Company does not make any representation or undertaking regarding the treatment of any tax withholding in connection with the grant or vesting of the Award or the subsequent sale exercise of Common Stock. the SARs. The Compa...ny does not commit and is under no obligation to structure the Award to reduce or eliminate the Participant's tax liability. (b) Payment of Withholding Taxes. In the event required by federal, federal or state or local law, the Company will have the right and is hereby authorized to withhold, and/or or to require the Participant to pay upon the occurrence of an the event triggering the requirement, any applicable withholding taxes in respect of the Award, whether upon its SARs, their grant, vesting, settlement, and/or otherwise, vesting or otherwise and to take such other action as may be necessary in the opinion of the Board Committee to satisfy all obligations for the payment of such withholding taxes. The Company may, Company, in its sole discretion, discretion and subject pursuant to compliance with all applicable laws such procedures as set forth at Section 8 below, it may specify from time to time, may permit the Participant to satisfy such tax withholding obligation, in whole or in part, without limitation, by: part (without limitation) by (i) causing paying cash; (ii) electing to have the Participant to tender a cash payment; (ii) permitting the Participant to enter into a "same-day-sale" commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a "FINRA Dealer") whereby the Participant shall irrevocably elect to sell a portion of the Common Stock to be delivered upon settlement in an amount necessary to satisfy the withholding taxes and the FINRA Dealer irrevocably commits to forward the proceeds directly to the Company; (iii) withholding Company withhold otherwise then deliverable shares of Common Stock upon exercise of the SARs having a Fair Market Value equal to the minimum amount required to be withheld; (iii) delivering to the Company, vested and owned shares of Common Stock having a fair market value not to exceed the maximum statutory withholding amount permissible in the applicable jurisdictions; (iv) causing the Participant to surrender Common Stock of the Company which (A) in the case of Common Stock initially acquired pursuant to an Award or otherwise, has been owned by the Participant for any applicable holding period, and (B) has a fair market value on the date of surrender Fair Market Value equal to the amount required to be withheld; or (v) (iv) through any other lawful manner. The Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to inadequate withholding. (c) THE PARTICIPANT The Company shall withhold from any dividends paid during the vesting period only the amounts the Company is required to withhold to satisfy any applicable tax withholding requirements with respect to such dividends based on minimum statutory withholding rates for federal and state tax purposes, including any payroll taxes. YOU FURTHER ACKNOWLEDGES ACKNOWLEDGE THAT THE COMPANY HAS DIRECTED HIM OR HER YOU TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AMENDED (THE "CODE"), AND THE INCOME TAX LAWS OF ANY MUNICIPALITY OR STATE IN WHICH HE OR SHE YOU MAY RESIDE. View More

Taxes. (a) Tax Liability. The Participant is ultimately liable and responsible for all taxes owed by the Participant in connection with the Award, regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the Award. The Company does not make any representation or undertaking regarding the treatment of any tax withholding in connection with the grant or vesting of the Award or the subsequent sale of Common Stock. The Company does not commit ...and is under no obligation to structure the Award to reduce or eliminate the Participant's tax liability. (b) Payment of Withholding Taxes. In the event required by federal, federal or state or local law, the Company will have the right and is hereby authorized to withhold, and/or or to require the Participant to pay upon the occurrence of an event triggering the requirement, any applicable withholding taxes in respect of the Award, whether upon its Units, their grant, vesting, settlement, and/or otherwise, vesting or otherwise and to take such other action as may be necessary in the opinion of the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of the Company, to satisfy all obligations for the payment of such withholding taxes. The Company may, in its sole discretion, and subject to compliance with all applicable laws as set forth at Section 8 below, permit the Participant to must satisfy such tax withholding obligation, in whole or in part, without limitation, by: (i) causing the Participant to tender a obligations by paying cash payment; (ii) permitting the Participant to enter into a "same-day-sale" commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a "FINRA Dealer") whereby the Participant shall irrevocably elect to sell a portion of the Common Stock to be delivered upon settlement in an amount necessary to satisfy the withholding taxes and the FINRA Dealer irrevocably commits to forward the proceeds directly to the Company; (iii) withholding otherwise then deliverable Common Stock having a fair market value not to exceed the maximum statutory withholding amount permissible in the applicable jurisdictions; (iv) causing the Participant to surrender Common Stock of the Company which (A) in the case of Common Stock initially acquired pursuant to an Award or otherwise, has been owned by the Participant for any applicable holding period, and (B) has a fair market value on the date of surrender equal to the amount required to be withheld; or (v) through any other lawful manner. Company. The Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to inadequate withholding. (c) THE PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY HAS DIRECTED HIM OR HER TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE INCOME TAX LAWS OF ANY MUNICIPALITY OR STATE IN WHICH HE OR SHE MAY RESIDE. View More