Taxes Contract Clauses (3,332)

Taxes. The Consultant agrees to pay all taxes that may be imposed upon the Consultant with respect to the fees paid to the Consultant hereunder.

Taxes. Any and all taxes due in relation to the RSUs and Shares issued upon vesting, shall be borne solely by the Grantee and in the event of death, by the Grantee's heirs. The Company and/or any of its Affiliates and/or the Trustee shall withhold taxes according to the requirements under the applicable laws, the rules, and regulations, including withholding taxes at source. Furthermore, the Grantee hereby agrees to indemnify the Company and/or any of its Affiliates and/or the Trustee and hold them har...mless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Grantee. The Company and/or any of its Affiliates and/or the Trustee, to the extent permitted by law, shall have the right to deduct from any payment otherwise due to the Grantee, or from proceeds of the sale of any Shares, an amount equal to any taxes required by law to be withheld with respect to such Shares. The Grantee will pay to the Company, any Affiliate or the Trustee any amount of taxes that the Company and/or any of its Affiliates or the Trustee may be required to withhold with respect to any Shares that cannot be satisfied by the means previously described. The Company may refuse to deliver any Shares if the Grantee fails to comply with the Grantee's obligations in connection with the taxes as described in this section. Any fees associated with any vesting, sale, transfer or any act in relation to the RSUs and the Shares issued upon vesting, shall be borne by the Grantee. The Trustee and/or the Company and/or any of its Affiliates shall be entitled to withhold or deduct such fees from payments otherwise due to/from the Company or any of its Affiliates or the Trustee. 24 6.No Liquidity Event Deadline. It is clarified that the RSUs shall be vested as of the date it becomes a Payable Unit, provided that the Grantee has neither incurred a Termination nor given or received a notice of Termination as of such date. All references to the Vesting Date shall refer to the date the RSU becomes a Payable Unit, and the vesting of the RSUs shall not be subject to an Acquisition or IPO. View More

Taxes. The Participant may be required to pay to the Company or any Affiliate and the Company shall have the right and is hereby authorized to withhold, any applicable withholding taxes in respect of the Restricted Shares, their grant or vesting or any payment or transfer with respect to the Restricted Shares and to take such action as may be necessary in the opinion of the Board to satisfy all obligations for the payment of such withholding taxes. Upon issuance of the Restricted Shares hereunder, the ...Participant may make an election to be taxed upon such award under Section 83(b) of the Code (an "(83(b) Election"). To effect such 83(b) Election, the Participant may file an appropriate election with Internal Revenue Service within 30 days after award of the Restricted Shares and otherwise in accordance with applicable Treasury Regulations. View More

Taxes. The Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement including, but not limited to, consequences related to Section 409A of the Internal Revenue Code of 1986, as amended.

Taxes. The parties acknowledge and agree that each party shall be responsible for his, her, or its own taxes, assessments, interest, and penalties determined to be due by any federal, state, or local government agency or other tax authority, court, or tribunal, in connection with any payment or payments made pursuant to this Agreement, including but not limited to any federal, state, and local income tax withholding, Social Security and Medicare taxes and any other applicable payroll taxes. Furthermore..., you agree that you shall protect, indemnify, defend, and hold harmless the Company from and against any and all liability, claims, or audits for any federal, state and local taxes, including but not limited to income tax withholding, Social Security and Medicare taxes and any other employment related taxes, assessments, and any interest, and/or penalties imposed thereon, with respect to any payment or payments made pursuant to this Agreement, and shall reimburse the Company for all legal fees incurred in defending against such liability, claims, or audits. Upon request, you shall provide Adamis with proof that any payment or payments made pursuant to this Agreement have been properly reported to any applicable federal, state, or local government agency or other tax authority, court, or tribunal, and that all taxes, assessments, interest, and penalties determined to be due have been timely paid. You covenant that you have not relied upon the Company, or any representative or agent thereof, for advice regarding any tax liabilities or tax consequences. 18 27. Section 409A. Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payment of the termination benefits either (i) shall be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"), and the regulations promulgated thereunder, or (ii) shall comply with the requirements of such provision (including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions.) In addition, each payment shall be considered a separate payment for purposes of Section 409A. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to you in connection with your termination of employment is determined to constitute "nonqualified deferred compensation" within the meaning of Section 409A and you are determined to be a "specified employee" as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date following the six-month anniversary of the Last Day of Employment or, if earlier, on your death (the "Specified Employee Payment Date"). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to you in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. View More

Taxes. All taxes, excises, assessments, levies, imports, duties, costs, charges, and penalties, which may be assessed, levied, demanded, or imposed by any governmental agency for this Agreement, shall be paid by the party upon which they are imposed and shall be the sole obligation of such party.

Taxes. The Consultant is responsible for paying all required taxes applicable to its jurisdiction. In particular, the Company will not make unemployment insurance contributions, withhold income taxes, make disability insurance contributions or obtain workers' compensation insurance on behalf of the Consultant or any of Consultant's employees or subcontractors. The Consultant shall be responsible for, and shall indemnify the Company against, all such taxes or contributions, including penalties and inter...est. Any persons employed or engaged by Consultant in connection with the performance of the Services shall be its employees or contractors and the Consultant shall be fully responsible for them and indemnify the Company against any claims made by or on behalf of any such employee or contractor. View More

Taxes. The Participant is advised to seek professional tax advice as to the Participant's tax liabilities including, to the extent the Participant is a foreigner, how such gains or profits aforesaid will be taxed at the time the Participant ceases to work in Indonesia. All taxes (including income tax) arising from the award of any PSU or the vesting of any PSU thereon shall be borne by the Participant. ITALY The provisions of this Country Schedule for Italy provide additional definitions and conditions... for the purpose of granting PSUs which are intended to be granted to Employees and corporate officers who are resident in Italy for tax, labour or securities law purposes. View More

Taxes. a. Responsibility for Taxes. By accepting this Option, Grantee acknowledges that, regardless of any action taken by the Company or, if different, any Parent, Subsidiary, or Affiliate that employs Grantee (the "Employer"), the ultimate liability for all Tax-Related Items is and remains Grantee's responsibility and may exceed the amount actually withheld by the Company or the Employer. Grantee further acknowledges that the Company and/or the Employer (i) make no representations or undertakings reg...arding the treatment of any Tax-Related Items in connection with any aspect of this Option, including, but not limited to, the grant, vesting, or exercise of this Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of this Option to reduce or eliminate Grantee's liability for Tax-Related Items or achieve any particular tax result. Further, if Grantee is subject to Tax-Related Items in more than one jurisdiction, as applicable, Grantee acknowledges that the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Grantee 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 Grantee's acceptance of this Option that cannot be satisfied by the means described in this Section. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of 6 Shares, if Grantee fails to comply with Grantee's obligations in connection with the Tax-Related Items. b. Withholding. Prior to the relevant taxable or tax withholding event, as applicable, Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Grantee authorizes the Company or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: i. withholding from Grantee's wages or other cash compensation paid to Grantee by the Company and/or the Employer or any Parent, Subsidiary, or Affiliate; ii. withholding from proceeds of the sale of Shares acquired at exercise of this Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Grantee's behalf pursuant to this authorization and without further consent); iii. withholding Shares to be issued upon exercise of this Option, provided the Company only withholds a number of Shares necessary to satisfy no more than the withholding amounts determined based on the maximum permitted statutory rate applicable in Grantee's jurisdiction; iv. Grantee's payment of a cash amount (including by check representing readily available funds or a wire transfer); or v. any other arrangement approved by the Committee and permitted under Applicable Law. Withholding for Tax-Related Items will be made in accordance with this Grant Agreement and such rules and procedures as may be established by the Administrator, and in compliance with the Trading Policy, if applicable. In the event the Company or the Employer withholds more than the Tax-Related Items using one of the methods described above, Grantee may receive a refund of any over-withheld amount in cash but will have no entitlement to the Shares sold or withheld. View More

Taxes. None of the payments to be made by Lessee under Section 4 of this Agreement includes, and Lessee shall be responsible for, shall indemnify and hold harmless Lessor against, any Taxes which may be assessed or levied by any Taxing Jurisdiction as a result of the lease of the Aircraft to Lessee, or the use of the Aircraft by Lessee, or the provision of a taxable transportation service to that Lessee using the Aircraft. Without limiting the generality of the foregoing, Lessee and Lessor specifically... acknowledge that all Lessee's flights will be subject to commercial air transportation excise taxes pursuant to Section 4261 of the Internal Revenue Code of 1986, as amended, regardless of whether any such flight is considered "noncommercial" under the FAR. Lessee shall remit to Lessor all such Taxes together with each payment made pursuant to Section 4.2. View More