Grouped Into 178 Collections of Similar Clauses From Business Contracts
This page contains Taxes clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Taxes. All fees and commissions to the Underwriters due under this Agreement are to be made free and clear of, and without deduction for, any applicable taxes, unless such deduction or withholding is required by applicable law. The Issuers will pay such additional amount as will result in each Underwriter receiving and retaining (after any deduction or withholding) an amount equal to the payment that would have been due if no such deduction or withholding had been required or made; provided that each U...nderwriter shall provide to the Issuers all such forms and other documentation that it is legally eligible to provide as would allow for payments under this Agreement to be paid without (or at a reduced rate of) deduction or withholding on account of taxes (and each Underwriter shall otherwise reasonably cooperate with the Issuers to reduce any such deduction and withholding). For this purpose, "taxes" means all forms of taxation, duties (including stamp duty), levies, imposts, charges and withholdings (including any related or incidental penalty, fine, interest or surcharge), whenever created or imposed, and whether required by the law or regulations of Ireland, the United States or elsewhere (for the avoidance of doubt, "taxes" shall not include any taxes imposed on or determined by reference to the net income of an Underwriter or any of its affiliates (or any taxes imposed in lieu of such taxes)).View More
Taxes. All fees and commissions to the Underwriters due under this Agreement are to be made free and clear of, and without deduction for, any applicable taxes, unless such deduction or withholding is required by applicable law. The Issuers will pay such additional amount as will result in each Underwriter receiving and retaining (after any deduction or withholding) an amount equal to the payment that would have been due if no such deduction or withholding had been required or made; provided that each U...nderwriter shall provide to the Issuers all such forms and other documentation that it is legally eligible to provide as would allow for payments under this Agreement to be paid without (or at a reduced rate of) deduction or withholding on account of taxes (and each Underwriter shall otherwise reasonably cooperate with the Issuers to reduce any such deduction and withholding). For this purpose, "taxes" means all forms of taxation, duties (including stamp duty), levies, imposts, charges and withholdings (including any related or incidental penalty, fine, interest or surcharge), whenever created or imposed, and whether required by the law or regulations of Ireland, the United States or elsewhere (for the avoidance of doubt, "taxes" shall not include any taxes imposed on or determined by reference to the net income of an Underwriter or any of its affiliates (or any taxes imposed in lieu of such taxes)). 17 22. Waiver of Immunity. To the extent that either Issuer has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, each Issuer hereby irrevocably waives and agrees not to plead or claim such immunity in respect of its obligations under this Agreement. View More
Taxes. The Company shall have the power and right, prior to the delivery of Shares pursuant to an Award, to deduct or withhold, or require a Participant to remit to the Company (or a Subsidiary), an amount (in cash or Shares) sufficient to satisfy any applicable tax withholding requirements applicable to an Award. Whenever under the Plan payments are to be made in cash, such payments shall be net of an amount sufficient to satisfy any applicable tax withholding requirements. Subject to such restriction...s as the Committee may prescribe, in the event that an Award of Restricted Stock shall become taxable to a Participant during any Company-imposed blackout period, a Participant may satisfy all or a portion of any tax withholding requirements by electing to have the Company withhold Shares having a Fair Market Value equal to the amount to be withheld up to the minimum statutory tax withholding rate (or such other rate that will not result in a negative accounting impact).View More
Taxes. The Company shall have the power and right, prior to the delivery of Shares pursuant to an Award, to deduct or withhold, or require a Participant participant to remit to the Company (or a Subsidiary), an amount (in cash or Shares) sufficient to satisfy any applicable tax withholding requirements applicable to an Award. Whenever under the Plan payments are to be made in cash, cash under the Plan, such payments shall be net of an amount sufficient to satisfy any applicable tax withholding requirem...ents. Subject to such restrictions as the Committee may prescribe, in the event that an Award of Restricted Stock shall become taxable to a Participant during any Company-imposed blackout period, a Participant may satisfy all or a portion of any tax withholding requirements by electing to have the Company withhold Shares having a Fair Market Value equal to the amount to be withheld up to the minimum statutory tax withholding rate (or such other rate that will not result in a negative accounting impact). View More
Taxes. The Company shall have the power and right, prior to the delivery of Shares pursuant to an Award, to deduct or withhold, or require a Participant participant to remit to the Company (or a Subsidiary), an amount (in cash or Shares) sufficient to satisfy any applicable tax withholding requirements applicable to an Award. Whenever under the Plan payments are to be made in cash, such payments shall be net of an amount sufficient to satisfy any applicable tax withholding requirements. Subject to such... restrictions as the Committee may prescribe, in the event that an Award of Restricted Stock shall become taxable to a Participant during any Company-imposed blackout period, a Participant may satisfy all or a portion of any tax withholding requirements for an Award payable or settled in Shares by electing to have the Company withhold Shares having a Fair Market Value equal to the amount to be withheld up to the minimum statutory tax withholding rate (or such other rate that will not cause the Award to be accounted for under variable award account or otherwise result in a negative accounting impact). View More
Taxes. All payments made pursuant to this Agreement will be subject to withholding of applicable taxes. Notwithstanding the foregoing, Executive is solely responsible and liable for the satisfaction of any federal, state, province or local taxes that may arise with respect to this Agreement (including any taxes arising under Section 409A of the Internal Revenue Code (the "IRC"). Neither the Company nor any of its employees, officers, directors, or service providers shall have any obligation whatsoever ...to pay such taxes, to prevent Executive from incurring them, or to mitigate or protect Executive from any such tax liabilities. Notwithstanding anything in this Agreement to the contrary, if any amounts that become due under this Agreement on account of Executive's termination of employment constitute "nonqualified deferred compensation" within the meaning of IRC Section 409A, payment of such amounts shall not commence until Executive incurs a Separation from Service. If, at the time of Executive's termination of employment under this Agreement, Executive is a "specified employee" (within the meaning of IRC Section 409A), any amounts that constitute "nonqualified deferred compensation" within the meaning of IRC Section 409A that become payable to Executive on account of Executive's Separation from Service (including any amounts payable pursuant to the preceding sentence) will not be paid until after the end of the sixth calendar month beginning after Executive's Separation from Service (the "409A Suspension Period"). Within 14 calendar days after the end of the 409A Suspension Period, Executive shall be paid a lump sum payment in cash equal to any payments delayed because of the preceding sentence. Thereafter, Executive shall receive any remaining benefits as if there had not been an earlier delay. Each payment due under this Agreement is treated as a separate payment for purposes of Treasury Regulations Sections 1.409A-1((b)(4)(F) and 1.409A-2(b)(2).View More
Taxes. All payments made pursuant to this Agreement will be subject to withholding of applicable taxes. Notwithstanding the foregoing, Executive is solely responsible and liable for the satisfaction of any federal, state, province or local taxes that may arise with respect to this Agreement (including any taxes arising under Section 409A of the Internal Revenue Code (the "IRC"). ("IRC")). Neither the Company nor any of its employees, officers, directors, or service providers shall have any obligation w...hatsoever to pay such taxes, to prevent Executive from incurring them, or to mitigate or protect Executive from any such tax liabilities. Notwithstanding anything in this Agreement to the contrary, if any amounts that become due under this Agreement on account of Executive's termination of employment constitute "nonqualified deferred compensation" within the meaning of IRC Section 409A, payment of such amounts shall not commence until Executive incurs a Separation from Service. If, at the time of Executive's termination of employment under this Agreement, Executive is a "specified employee" (within the meaning of IRC Section 409A), any amounts that constitute "nonqualified deferred compensation" within the meaning of IRC Section 409A that become payable to Executive on account of Executive's Separation from Service (including any amounts payable pursuant to the preceding sentence) will not be paid until after the end of the sixth (6th) calendar month beginning after Executive's Separation from Service (the "409A Suspension Period"). Within 14 fourteen (14) calendar days after the end of the 409A Suspension Period, Executive shall be paid a lump sum payment in cash equal to any payments delayed because of the preceding sentence. Thereafter, Executive shall receive any remaining benefits as if there had not been an earlier delay. Each payment due under this Agreement is treated as a separate payment for purposes of Treasury Regulations Sections 1.409A-1((b)(4)(F) 1.409A-1(b)(4)(F) and 1.409A-2(b)(2). 6 15. Liability Insurance. To the extent that the Company maintains liability insurance applicable to directors, officers, employees, agents or fiduciaries, Executive shall be covered by such policies in such a manner as to provide to Executive the same rights and benefits as are provided to the most favorably insured of the Company's officers. View More
Taxes. The Company (or its affiliate, as applicable) will have the right and authority to deduct from any payments or benefits under this Agreement all applicable federal, state, and local taxes or other required withholdings and payroll deductions ("Withholdings"). Prior to the payment of any amounts or provision of any benefits under this Agreement, the Company (and its affiliate, as applicable) is permitted to deduct or withhold, or require you to remit to the Company, an amount sufficient to satisf...y any applicable Withholdings with respect to such payments and benefits. The payments and benefits under this Agreement are intended to be exempt from, or otherwise to comply with, Section 409A of the Internal Revenue Code of 1986, as amended, and any regulations and other formal guidance promulgated thereunder ("Section 409A") so that none of the payments and benefits under this Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities and ambiguous terms herein will be interpreted to be exempt or to so comply. Any taxable reimbursements payable to you under this Agreement will be paid, less applicable withholdings, only with respect to expenses incurred while you are employed with the Company, no later than the last day of your taxable year immediately following your taxable year in which the expense was incurred by you. No such amounts reimbursable to you in one taxable year of yours will affect the amounts reimbursable to you in another taxable year of yours. Notwithstanding any contrary Agreement provision, the Company reserves the right to amend the Agreement as it deems necessary or advisable, in its sole discretion and without your consent or the consent of any other person or entity, to comply with Section 409A or to avoid income recognition under Section 409A or to otherwise avoid the imposition of additional tax under Section 409A prior to the actual payment or provision of any payments or benefits under this Agreement. In no event will you have any discretion to choose your taxable year in which any payments or benefits are provided under this Agreement. In no event will the Company, or any parent, subsidiary or other affiliate of the Company have any responsibility, liability or obligation to reimburse or indemnify you or hold you harmless for any taxes imposed, or other costs incurred, as a result of Section 409A.View More
Taxes. The Company (or its affiliate, as applicable) will have the right and authority All forms of compensation referred to deduct from any payments or benefits under this Agreement all applicable federal, state, and local taxes or other required withholdings and payroll deductions ("Withholdings"). Prior to the payment of any amounts or provision of any benefits under this Agreement, the Company (and its affiliate, as applicable) is permitted to deduct or withhold, or require you to remit to the Comp...any, an amount sufficient to satisfy any applicable Withholdings with respect to such payments and benefits. The payments and benefits under in this Agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law. This Agreement and the terms herein are intended to comply with or be exempt from, or otherwise to comply with, from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and any regulations and other formal guidance promulgated thereunder ("Section 409A") 409A"), so that none of the payments and benefits under this Agreement to be provided hereunder will be subject to the additional tax imposed under by Section 409A, and any ambiguities and or ambiguous terms herein will be interpreted to so comply or be so exempt. You must be employed by the Company on the payment date in order to receive any taxable Housing Reimbursement, Commuting Reimbursement or Reimbursement Gross-Up Payment. Accordingly, such reimbursements and benefits are intended to be exempt or from Section 409A pursuant to so comply. Any the "short-term deferral" rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. Nonetheless, any taxable reimbursements payable to you under this Agreement Section 3 above will be paid, less applicable withholdings, only with respect to expenses incurred while you are employed with by the Company, no later than the last day of your taxable year immediately following your taxable year in which the expense was incurred by you. No such amounts reimbursable to you in one taxable year of yours will affect the amounts reimbursable to you in another taxable year of yours. Notwithstanding any contrary Agreement provision, the Company reserves the right to amend the Agreement as it deems necessary or advisable, in its sole discretion and without your consent or the consent of any other person or entity, to comply with Section 409A or to avoid income recognition under Section 409A or to otherwise avoid the imposition of additional tax under Section 409A prior to the actual payment or provision of any payments or benefits under this Agreement. In no event will you have any discretion to choose your taxable year in which any payments or benefits are provided under this Agreement. year. In no event will the Company, Company or any parent, subsidiary or other affiliate of the Company its affiliates have any responsibility, liability or obligation to reimburse or indemnify you you, or hold you harmless harmless, for any taxes tax imposed, or other costs incurred, as a result of Section 409A. View More
Taxes. The Company (or its affiliate, as applicable) will have the right and authority to deduct from any payments or benefits under this Agreement all applicable federal, state, and local taxes or other required withholdings and payroll deductions ("Withholdings"). Prior to the payment of any amounts or provision of any benefits under this Agreement, the Company (and its affiliate, as applicable) is permitted to deduct or withhold, or require you to remit to the Company, an amount sufficient to satisf...y any applicable Withholdings with respect to such payments and benefits. The Neither the Company nor any of its affiliates will have any responsibility, liability or obligation to pay your taxes arising from or relating to any payments and or benefits under this Agreement. This Agreement and the terms herein are intended to comply with or be exempt from, or otherwise to comply with, from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and any regulations and other formal guidance promulgated thereunder ("Section 409A") 409A"), so that none of the payments and benefits under this Agreement to be provided hereunder will be subject to the additional tax imposed under by Section 409A, and any ambiguities and or ambiguous terms herein will be interpreted to so comply or be exempt or to so comply. Any taxable reimbursements payable to you under this Agreement will be paid, less applicable withholdings, only with respect to expenses incurred while you are employed with the Company, no later than the last day of your taxable year immediately following your taxable year in which the expense was incurred by you. No such amounts reimbursable to you in one taxable year of yours will affect the amounts reimbursable to you in another taxable year of yours. Notwithstanding any contrary Agreement provision, the Company reserves the right to amend the Agreement as it deems necessary or advisable, in its sole discretion and without your consent or the consent of any other person or entity, to comply with Section 409A or to avoid income recognition under Section 409A or to otherwise avoid the imposition of additional tax under Section 409A prior to the actual payment or provision of any payments or benefits under this Agreement. In no event will you have any discretion to choose your taxable year in which any payments or benefits are provided under this Agreement. exempt. In no event will the Company, Company or any parent, subsidiary or other affiliate of the Company its affiliates have any responsibility, liability or obligation to reimburse or indemnify you you, or hold you harmless harmless, for any taxes tax imposed, or other costs incurred, as a result of Section 409A. View More
Taxes. The Company may withhold from any payments made under this Agreement all applicable taxes, including but not limited to income, employment and social insurance taxes, as shall be required by law.
Taxes. The Company may withhold from any payments made under this Agreement all applicable taxes, including but not limited to income, employment employment, payroll taxes and social insurance taxes, charges/taxes, as shall be required by applicable law.
Taxes. The Company may withhold from any payments made under this Agreement letter all applicable taxes, including but not limited to income, employment employment, and social insurance taxes, as shall be required by law.
Taxes. (a) For the purpose of Section 3(f) of the Agreement, Dealer makes the following representations: (i) It is a "U.S. person" (as that term is used in section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations) for U.S. federal income tax purposes. (ii) It is a national banking association organized and existing under the laws of the United States of America, and is an exempt recipient under section 1.6049-4(c)(1)(ii)(M) of the United States Treasury Regulations. (b) For the purpose of S...ection 3(f) of the Agreement, Counterparty makes the following representations: (i) It is a "U.S. person" (as that term is used in section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations) for U.S. federal income tax purposes. (ii) It is a real estate investment trust for U.S. federal income tax purposes, it is organized under the laws of the State of Maryland, and it is an exempt recipient under section 1.6049-4(c)(1)(ii)(J) of the United States Treasury Regulations. (c) For the purpose of Sections 4(a)(i) and (ii) of the Agreement, Dealer agrees to deliver to Counterparty one duly executed and completed United States Internal Revenue Service Form W-9 (or successor thereto) upon execution of this Confirmation and shall provide a new form promptly upon (i) reasonable request of Counterparty or (ii) learning that any form previously provided has become obsolete or incorrect. For the purpose of Sections 4(a)(i) and (ii) of the Agreement, Counterparty agrees to deliver to Dealer one duly executed and completed United States Internal Revenue Service Form W-9 (or successor thereto) upon execution of this Confirmation and shall provide a new form promptly upon (i) reasonable request of Dealer or (ii) learning that any form previously provided has become obsolete or incorrect. (d) "Indemnifiable Tax" as defined in Section 14 of this Agreement shall not include any withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the United States Internal Revenue Code (the "Code"), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (a "FATCA Withholding Tax"). For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for the purposes of Section 2(d) of the Agreement. 19 (e) To the extent that either party to the Agreement with respect to this Transaction is not an adhering party to the ISDA 2015 Section 871(m) Protocol published by the ISDA on November 2, 2015 and available at www.isda.org, as may be amended, supplemented, replaced or superseded from time to time (the "871(m) Protocol"), the parties agree that the provisions and amendments contained in the Attachment to the 871(m) Protocol are incorporated into and apply to the Agreement with respect to this Transaction as if set forth in full herein. The parties further agree that, solely for purposes of applying such provisions and amendments to the Agreement with respect to this Transaction, references to "each Covered Master Agreement" in the 871(m) Protocol will be deemed to be references to the Agreement with respect to this Transaction, and references to the "Implementation Date" in the 871(m) Protocol will be deemed to be references to the Trade Date of this Transaction. For greater certainty, if there is any inconsistency between this provision and the provisions contained in any other agreement between the parties with respect to this Transaction, this provision shall prevail unless such other agreement expressly overrides the provisions of the Attachment to the 871(m) Protocol.View More
Taxes. (a) For the purpose of Section 3(f) of the Agreement, Dealer represents that (a) it is a bank organized under the laws of Canada and is a corporation for U.S. federal income tax purposes and (b) each payment received or to be received by it in connection with this Confirmation will be effectively connected with its conduct of a trade or business in the United States. (b) For the purpose of Section 3(f) of the Agreement, Company makes the following representations: (i) It it is a "U.S. person" (a...s that term is used in section Section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations) for U.S. federal income tax purposes. purposes and (ii) It it is a national banking association organized and existing under the laws of the United States of America, and is an exempt recipient under section 1.6049-4(c)(1)(ii)(M) of the United States Treasury Regulations. (b) For the purpose of Section 3(f) of the Agreement, Counterparty makes the following representations: (i) It is a "U.S. person" (as that term is used in section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations) for U.S. federal income tax purposes. (ii) It is a real estate investment trust corporation for U.S. federal income tax purposes, it is organized under the laws of the State of Maryland, Pennsylvania, and it is an exempt recipient under section 1.6049-4(c)(1)(ii)(J) of the United States Treasury Regulations. (c) Regulations Section 1.6049-4(c)(1)(ii)(A). For the purpose of Sections 4(a)(i) and (ii) of the Agreement, Dealer agrees to deliver to Counterparty Company one (1) duly executed and completed United States Internal Revenue Service Form W-9 W-ECI (or successor thereto) thereto), upon execution of this Confirmation and shall provide a new form promptly upon (i) reasonable request of Counterparty Company or (ii) learning that any form previously provided has become obsolete inaccurate or incorrect. For the purpose of Sections 4(a)(i) and (ii) of the Agreement, Counterparty Company agrees to deliver to Dealer one (1) duly executed and completed United States Internal Revenue Service Form W-9 (or successor thereto) upon execution of this Confirmation and shall provide a new form promptly upon (i) reasonable request of Dealer or (ii) learning that any form previously provided has become obsolete inaccurate or incorrect. (d) Additionally, each party shall, promptly upon reasonable request by the other party, provide any other form or document relating to taxation that may be required or reasonably requested by the other party, accurately completed and in a manner reasonably satisfactory to the other party. (c) "Indemnifiable Tax" as defined in Section 14 of this the Agreement shall not include any withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the United States Internal Revenue Code (the "Code"), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (a "FATCA Withholding Tax"). For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for the purposes of Section 2(d) of the Agreement. 19 (e) (d) To the extent that either party to the Agreement with respect to this Transaction is not an adhering party to the ISDA 2015 Section 871(m) Protocol published by the ISDA on November 2, 2015 and available at www.isda.org, as may be amended, supplemented, replaced or superseded from time to time (the "871(m) Protocol"), the parties agree that the provisions and amendments contained in the Attachment to the 871(m) Protocol are incorporated into and apply to the Agreement with respect to this Transaction as if set forth in full herein. The parties further agree that, solely for purposes of applying such provisions and amendments to the Agreement with respect to this Transaction, references to "each Covered Master Agreement" in the 871(m) Protocol will be deemed to be references to the Agreement with respect to this Transaction, and references to the "Implementation Date" in the 871(m) Protocol will be deemed to be references to the Trade Date of this Transaction. For greater certainty, if there is any inconsistency between this provision and the provisions contained in any other agreement between the parties with respect to this Transaction, this provision shall prevail unless such other agreement expressly overrides the provisions of the Attachment to the 871(m) Protocol. 21 13. Use of Shares. Dealer acknowledges and agrees that, except in the case of a Private Placement Settlement, Dealer (or its agents or affiliates, as applicable) shall use any Shares delivered by Company to Dealer on any Settlement Date to return to securities lenders to close out borrowings created by Dealer (or its agents or affiliates, as applicable) in connection with its hedging activities related to exposure under this Transaction. View More
Taxes. (a) For (a)For the purpose of Section 3(e) of the Agreement, each of Counterparty and Dealer makes the following representation: "It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h) of the Agreement) to be made by it to the other party under the Agreement. In making this representa...tion, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of the Agreement; (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of the Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of the Agreement; and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of the Agreement; provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position." Schedule D-29 (b)For the purpose of Section 3(f) of the Agreement, Dealer makes the following representations: (i) It (i)[It [(or its regarded owner for U.S. federal income tax purposes)] is a "U.S. person" (as that term is used in section 1.1441-4(a)(3)(ii) 7701(a)(30) of the Code (as defined below) and in section.1441-4(a)(3)(ii) of the United States Treasury Regulations) for U.S. federal income tax purposes. (ii) It ]6 (ii)[It is a national banking association organized and existing under the laws of the United States of America, and is an exempt recipient under section 1.6049-4(c)(1)(ii)(M) of the United States Treasury Regulations. (b) For Regulations.] (iii)[it is a "foreign person" (as that term is used in section 1.6041-4(a)(4) of the United States Treasury Regulations) for U.S. federal income tax purposes; and each payment received or to be received by it in connection with any Confirmation will be effectively connected with its conduct of a trade or business in the United States.] (iv)[*] (c)For the purpose of Section 3(f) of the Agreement, Counterparty makes the following representations: (i) It (i)It is a "U.S. person" (as that term is used in section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations) for U.S. federal income tax purposes. (ii) It (ii)It is a real estate investment trust for U.S. federal income tax purposes, it is organized under the laws of the State of Maryland, and it is an exempt recipient under section 1.6049-4(c)(1)(ii)(J) of the United States Treasury Regulations. (c) For (d)For the purpose of Sections 4(a)(i) and (ii) of the Agreement, Dealer agrees to deliver to Counterparty one duly executed and completed United States Internal Revenue Service Form W-9 [Form W- 9][Form W-8ECI][*] (or successor thereto) thereto), with any accompanying required documentation, upon execution of this Master Confirmation and shall provide a new form promptly upon (i) reasonable request of Counterparty or (ii) learning that any form previously provided has become obsolete or incorrect. For the purpose of Sections 4(a)(i) and (ii) of the Agreement, Counterparty agrees to deliver to Dealer one duly executed and completed United States Internal Revenue Service Form W-9 (or successor thereto) upon execution of this Master Confirmation and shall provide a new form promptly upon (i) reasonable request of Dealer or (ii) learning that any form previously provided has become obsolete or incorrect. (d) "Indemnifiable (e)"Indemnifiable Tax" as defined in Section 14 of this the Agreement shall not include any withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the United States Internal Revenue Code of 1986, as amended (the "Code"), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to 6 Tax provisions to be customized for relevant Dealer. Schedule D-30 any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (a "FATCA Withholding Tax"). For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for the purposes of Section 2(d) of the Agreement. 19 (e) To (f)The parties agree that the extent that either party to the Agreement with respect to this Transaction is not an adhering party to definitions and provisions contained in the ISDA 2015 Section 871(m) Protocol Protocol, as published by the ISDA on November 2, 2015 and available at www.isda.org, as may be amended, supplemented, replaced or superseded from time to time (the "871(m) Protocol"), Protocol") shall apply to the Agreement as if the parties agree that the provisions and amendments contained in the Attachment had adhered to the 871(m) Protocol are incorporated into and apply to the Agreement with respect to this Transaction as if set forth in full herein. The parties further agree that, solely for purposes of applying such provisions and amendments to the Agreement with respect to this Transaction, references to "each Covered Master Agreement" in the 871(m) Protocol will be deemed to be references to the Agreement with respect to this Transaction, and references to the "Implementation Date" in the 871(m) Protocol will be deemed to be references to the Trade Date of this Transaction. For greater certainty, if there is any inconsistency between this provision and the provisions contained in any other agreement between the parties with respect to this Transaction, this provision shall prevail unless such other agreement expressly overrides the provisions of the Attachment to effective date of the 871(m) Protocol. Agreement. View More
Taxes. 8.1. Withholding. The Company and its paying agent shall be entitled to deduct and withhold taxes on all payments and distributions (or deemed distributions) on the Warrant and Warrant Shares to the extent required by applicable Law. To the extent that any amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes of this Warrant as having been paid to the Person in respect of which such deduction or withholding was made. In the event the Company pre...viously remitted any amounts to a governmental authority on account of such taxes required to be deducted or withheld in respect of any payment or distribution (or deemed distribution) with respect to a Warrant or Warrant Share (or in respect of any payment or distribution (or deemed distribution) in respect thereof), the Company shall be entitled (i) to offset any such amounts against any amounts otherwise payable in respect of such Warrant or Warrant Share or (ii) to require the Person in respect of whom such deduction or withholding was made to reimburse the Company for such amounts (and such Person shall promptly so reimburse the Company upon demand). The Company shall take commercially reasonable steps to minimize or eliminate any withholding or deduction described in this Section 8.1, including by giving the Person in respect of whom such deduction or withholding may be made an opportunity to provide additional information or to apply for an exemption from, or a reduced rate of, withholding. Notwithstanding anything to the contrary in this Section 8.1, the Company shall (i) make commercially reasonable efforts to notify each holder of Warrants or Warrant Shares at least ten (10) Business Days prior to any withholding of its intention of any such withholding (it being understood that any such notice shall include a brief written description of the basis for such withholding) and (ii) not withhold with respect to any U.S. federal withholding tax if it receives a properly completed and duly executed IRS Form W-9 certifying its exemption from withholding from a holder of Warrants or Warrant Shares. 8.2. Transfer Tax. The Company shall pay any and all documentary, stamp and similar issue or transfer tax ("Transfer Tax") due on the issue of shares of Warrant Shares or certificates representing such shares or securities. However, the Company shall not be required to pay any Transfer Tax that may be payable in respect of the issue or delivery (or any transfer involved in the issue or delivery) of Warrant Shares to a beneficial owner other than the beneficial owner of the Warrant Shares immediately prior to the event pursuant to which such issue or delivery is required, and no such issue or delivery shall be made unless and until the person requesting such issue or delivery has paid to the Company the amount of any such Transfer Tax 14 or has established to the satisfaction of the Company that such Transfer Tax has been paid or is not payable.View More
Taxes. 8.1. (a) Withholding. The Company and its paying agent shall be entitled to deduct and withhold taxes on all payments and distributions (or deemed distributions) on with respect to the Warrant and Warrant Shares Warrants (or upon the exercise thereof) to the extent required by applicable Law. To the extent that any amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes of this Warrant as having been paid to the Person in respect of which such ded...uction or withholding was made. In the event the Company previously remitted any amounts to a governmental authority Governmental Authority on account of such taxes required to be deducted or withheld in respect of any payment or distribution (or deemed distribution) with respect to a Warrant or Warrant Share (or in respect of any payment or distribution (or deemed distribution) in respect thereof), upon the exercise thereof, the Company shall be entitled (i) to offset any such amounts against any amounts otherwise payable in respect of such Warrant, any Warrant Shares otherwise required to be issued upon the exercise of such Warrant or any amounts otherwise payable in respect of Warrant Share Shares received upon the exercise of such Warrant, or (ii) to require the Person in respect of whom such deduction or withholding was made to reimburse the Company for such amounts (and such Person shall promptly so reimburse amounts. Prior to deducting or withholding any amount, the Company upon demand). The Company shall take commercially shall, pursuant to a written request to Holder, give the Holder a reasonable steps opportunity to minimize provide any form or certificate to reduce or eliminate any withholding or deduction described in this Section 8.1, including by giving 5(a). The Company shall assist, at the Person Holder's reasonable request and expense, the Holder in respect of whom securing on its behalf any available refunds and reductions of, and exemptions from, withholding taxes and making any filings, applications or elections to obtain any refund, reduction or exemption from such deduction or withholding may be made an opportunity to provide additional information or to apply for an exemption from, or a reduced rate of, withholding. taxes. Notwithstanding anything to the contrary in this Section 8.1, 5(a), the Company shall (i) make commercially reasonable efforts to notify each holder of Warrants or Warrant Shares at least ten (10) Business Days prior to any withholding of its intention of any such withholding (it being understood that any such notice shall include a brief written description of the basis for such withholding) and (ii) not withhold with respect to or deduct any U.S. federal withholding tax amount on any payment or distribution (or deemed distribution) if it receives (or has previously received) a duly executed, valid, accurate and properly completed and duly executed IRS Form W-9 certifying its exemption from withholding from a holder Holder of Warrants Warrants, Common Stock or Warrant Shares. 8.2. 10 (b) Transfer Tax. Taxes. The Company shall pay any and all documentary, stamp and similar issue or transfer tax ("Transfer Tax") due on (x) the issue of shares Warrants and (y) the issue of Warrant Shares or certificates representing such shares or securities. pursuant to the exercise of a Warrant. However, in the case of the exercise of a Warrant, the Company shall not be required to pay any Transfer Tax that may be payable in respect of the issue or delivery (or any transfer Transfer involved in the issue or delivery) of Warrant Shares to a beneficial owner other than the beneficial owner of the Warrant Shares immediately prior to the event pursuant to which such issue or delivery is required, exercise, and no such issue or delivery shall be made unless and until the person requesting such issue or delivery has paid to the Company the amount of any such Transfer Tax 14 or has established to the satisfaction of the Company that such Transfer Tax has been paid or is not payable. (c) Deemed Distributions. The Company shall use commercially reasonable efforts to provide, from time to time, such information as is reasonably requested by a Purchaser in order for such Purchaser to be able to determine and comply with its tax obligations with respect to the Warrants, the Warrant Shares and the New Shares. Without limiting the foregoing, the Company shall use commercially reasonable efforts to provide from time to time, upon request, (i) estimates of earnings and profits allocable to a Purchaser with respect to its Warrants, Warrant Shares or New Shares to the extent such estimates are available and (ii) final amounts of earnings and profits allocable to a Purchaser with respect to its Warrants, Warrant Shares or New Shares no later than February 10th of the calendar year following the applicable taxable year that is the subject of Purchaser's request. View More
Taxes. 8.1. (a) Withholding. The Company and its paying agent shall be entitled to deduct and withhold taxes Taxes on all payments and distributions (or deemed distributions) on with respect to the Warrant and Warrant Shares Warrants (or upon the issuance or exercise thereof) to the extent required by applicable Law. To the extent that any amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes of this Warrant as having been paid to the Person in respect... of which such deduction or withholding was made. In the event the Company previously remitted any amounts to a governmental authority Governmental Authority on account of such taxes Taxes required to be deducted or withheld in respect of any payment or distribution (or deemed distribution) with respect to a Warrant or Warrant Share (or in respect of any payment upon the issuance or distribution (or deemed distribution) in respect thereof), exercise thereof, the Company shall be entitled (i) to offset any such amounts against any amounts otherwise payable in respect of such Warrant, any Warrant Shares otherwise required to be issued upon the exercise of such Warrant or any amounts otherwise payable in respect of Warrant Share Shares received upon the exercise of such Warrant, or (ii) to require the Person in respect of whom such deduction or withholding was made to reimburse the Company for such amounts (and such Person shall promptly so reimburse amounts. Prior to deducting or withholding any amount, the Company upon demand). The Company shall take commercially shall, pursuant to a written request of the Holder, give the Holder a reasonable steps opportunity to minimize provide any form or certificate to reduce or eliminate any withholding or deduction described in this Section 8.1, including by giving 5(a). The Company shall assist, at the Person Holder's reasonable request and expense, the Holder in respect of whom securing on its behalf any available refunds and reductions of, and exemptions from, withholding Taxes and making any filings, applications or elections to obtain any refund, reduction or exemption from such deduction or withholding may be made an opportunity to provide additional information or to apply for an exemption from, or a reduced rate of, withholding. taxes. Notwithstanding anything to the contrary in this Section 8.1, 5(a), the Company shall (i) make commercially reasonable efforts not withhold or deduct any amount on any payment or distribution (or deemed distribution) with respect to notify each holder of Warrants a Warrant or Warrant Shares at least ten (10) Business Days prior to any withholding of its intention of any such withholding (it being understood that any such notice shall include a brief written description of the basis for such withholding) and (ii) not withhold with respect to any U.S. federal withholding tax if it receives (or has previously received) a duly executed, valid, accurate and properly completed and duly executed IRS Form W-9 certifying its exemption from withholding from a holder Holder of Warrants such Warrant or Warrant Shares. 8.2. 10 (b) Transfer Tax. Taxes. The Company shall pay any and all documentary, stamp and similar issue or transfer tax ("Transfer Tax") due on or with respect to (x) the issue of shares Warrants and (y) the issue of Warrant Shares or certificates representing such shares or securities. pursuant to the exercise of a Warrant. However, in the case of the exercise of a Warrant, the Company shall not be required to pay any Transfer Tax that may be payable in respect of (or as a result of) the issue or delivery (or any transfer Transfer Tax involved in the issue or delivery) of Warrant Shares to a beneficial owner Person other than the beneficial owner Holder of the such Warrant Shares immediately prior to the event pursuant to which such issue or delivery is required, its exercise, and no such issue or delivery shall be made to a Person other than the Holder of such Warrant unless and until the person Person requesting such issue or delivery has paid to the Company the amount of any such Transfer Tax 14 or has established to the satisfaction of the Company that such Transfer Tax has been paid or is not payable. View More
Taxes. The Compensation Committee (as defined in the Plan) may withhold delivery of the shares of Common Stock upon vesting until you make satisfactory arrangements to pay any withholding, transfer or other taxes due with respect to the transfer or vesting of such shares. You are responsible for the payment of all taxes applicable to any income realized upon the vesting of the Restricted Stock Units on the date of vesting. Unless you provide written notice to the Company at least ninety (90) days prior... to the vesting of the Restricted Stock Units that you will pay cash to settle your tax obligation, or unless otherwise determined by the Company in its sole discretion, the Company shall withhold and cancel a sufficient number of shares of Common Stock that would be otherwise issuable upon vesting of the Restricted Stock Units to satisfy any applicable tax withholding requirement or such other statutorily permissible amount, with the fair market value of such Common Stock for such purposes equal to the closing price per share of Common Stock as generally reported on the Nasdaq Stock Market (or such other exchange or market where the Common Stock is trading) on the date of vesting of the Restricted Stock Units. If you elect to settle your tax obligation by paying cash and you do not make timely payment of your tax withholding obligation by cash or check on the date of vesting of this Restricted Stock Units, the Company may, in its sole discretion, withhold and cancel a sufficient number of shares of Common Stock that would be otherwise issuable upon vesting of the Restricted Stock Units to satisfy your tax withholding obligation or other statutorily permissible amount in the manner set forth in this Section 10.View More
Taxes. The Compensation Committee (as defined in the Plan) may withhold delivery of the shares of Common Stock upon vesting until you make satisfactory arrangements to pay any withholding, transfer or other taxes due with respect to the transfer vesting or vesting distribution of such shares. the Performance Units and the issuance of the underlying shares of Common Stock. You are responsible for the payment of all taxes applicable to any income realized upon the distribution of the shares of Common Sto...ck after vesting of the Restricted Stock Units on the date of vesting. Performance Units. Unless you provide written notice to the Company at least ninety (90) days prior to the vesting of the Restricted Stock Performance Units that you will pay cash to settle your tax obligation, obligation by paying cash, or unless otherwise determined by the Company in its sole discretion, the Company shall withhold and cancel a sufficient number of shares of Common Stock that would be otherwise issuable upon vesting of the Restricted Stock Performance Units to satisfy any applicable tax withholding requirement or such other statutorily permissible amount, with the fair market value of such Common Stock for such purposes equal to the closing price per share of Common Stock as generally reported on the Nasdaq Stock Market (or such other exchange or market where the Common Stock is trading) on the date of vesting distribution of the Restricted Stock Units. shares of Common Stock. If you elect to settle your tax obligation by paying cash cash, and you do not make timely payment of your tax withholding obligation by cash or check on by the date of vesting distribution of this Restricted Stock Units, the shares of Common Stock, the Company may, in its sole discretion, withhold and cancel a sufficient number of shares of Common Stock that would be otherwise issuable upon vesting of the Restricted Stock Performance Units to satisfy your tax withholding obligation or other statutorily permissible amount in the manner set forth in this Section 10. 13. View More
Taxes. Tenant shall be responsible for and shall pay prior to delinquency all taxes and assessments levied against or by reason of all alterations and additions and all other items installed or paid for by Tenant under this Lease, and the personal property, trade fixtures and all of the property placed by Tenant in or about the Premises, other than those levied on the initial tenant improvements. Upon demand by Landlord, Tenant shall furnish Landlord with satisfactory evidence of payment thereof. If at... any time during the term of this Lease any of said alterations, additions or personal property, whether or not belonging to Tenant, shall be taxed or assessed as part of the Project, then such tax or assessment shall be paid by Tenant to Landlord within ten (10) business days following presentation by Landlord of copies of the tax bills in which such taxes and assessments are included and shall, for the purposes of this Lease, be deemed to be personal property taxes or assessments under this Section 4.1. 4 4.2 Real Property. Tenant shall be responsible for and shall pay prior to delinquency all taxes and assessments levied against the Premises, whether or not separately assessed. Notwithstanding the foregoing, one hundred percent (100%) of any increase in taxes resulting from a transfer of the Project or any interest therein, or in the Landlord, occurring during the first year of the Lease Term, and fifty percent (50%) of any such increase in taxes resulting from any such transfer(s) during the second year of the Lease Term, shall be excluded from Property taxes payable by Tenant. To the extent the real property taxes and assessments on the Premises are assessed separately from the remainder of the Project, Tenant shall pay all such taxes and assessments levied against the Premises prior to delinquency. Upon demand by Landlord, Tenant shall furnish Landlord with satisfactory evidence of payment thereof. To the extent the Premises are taxed or assessed as part of the Project, such real property taxes and assessments shall constitute Operating Expenses (as that term is defined in Section 5.2 of this Lease) and shall be paid in accordance with the provisions of Article 5 of this Lease. As used in this Lease, the term "real property tax" shall include any form of assessment, license fee, rent tax, levy, penalty, or tax (other than estate, inheritance, net income or franchise taxes), imposed by any authority having the direct or indirect power to tax including without limitation, the EPA, any city, county, state, or federal government or any improvement or other district or division thereof, whether such tax is (i) determined by the area of the Project or the Premises or the Rent or other sums payable hereunder or by other means including, without limitation, any gross income or excise tax levied by any of the foregoing authorities with respect to receipt of such Rent or other sums, or (ii) with respect to any legal or equitable interest of Landlord in the Project or the Premises or any part thereof.View More
Taxes. From and after the Direct Term Commencement Date (or, in the case of items brought onto the Premises by Tenant prior to the Direct Term Commencement Date, from and after the date such items are brought onto the Property by Tenant), Tenant shall be responsible for and shall pay prior to delinquency all taxes and assessments levied against or by reason of any and all alterations and alterations, additions and items existing on or in the Premises from time to time during the term of this Lease and ...taxed as personal property rather than as real property, including (but not limited to) all other items installed or paid for by Tenant under this Lease, and the personal property, trade -15- fixtures and all of the other property placed by Tenant in on or about the Premises, other than those levied on the initial tenant improvements. Premises. Upon demand request by Landlord, Tenant shall furnish Landlord with satisfactory evidence of Tenant's payment thereof. If at any time during the term of this Lease any of said alterations, additions or personal property, whether or not belonging to Tenant, shall be taxed or assessed as part of the Project, Center, then such tax or assessment shall be paid by Tenant to Landlord within ten (10) business thirty (30) days following after presentation by Landlord of copies of the tax bills in which such taxes and assessments are included (with such itemization or other supporting detail as may be reasonably available for purposes of identifying the items covered by such taxes and assessments) and shall, for the purposes of this Lease, be deemed to be personal property taxes or assessments under this Section 4.1. 4 4.2 Real Property. To the extent any real property taxes and assessments on any portion of the Premises are assessed by the taxing authority directly to Tenant, Tenant shall be responsible for and shall pay prior to delinquency all taxes and assessments levied against the Premises, whether or not separately assessed. Notwithstanding the foregoing, one hundred percent (100%) of any increase in taxes resulting from a transfer of the Project or any interest therein, or in the Landlord, occurring during the first year of the Lease Term, and fifty percent (50%) of any such increase in taxes resulting from any such transfer(s) during the second year of the Lease Term, shall be excluded from Property taxes payable by Tenant. To the extent the real property taxes and assessments on the Premises are assessed separately from the remainder of the Project, Tenant shall pay all such taxes and assessments levied against such portion of the Premises prior to delinquency. Premises. Upon demand request by Landlord, Tenant shall furnish Landlord with satisfactory evidence of Tenant's payment thereof. To the extent portions of the Premises are taxed or assessed as part of to Landlord following the Project, Direct Term Commencement Date, such real property taxes and assessments shall constitute Operating Expenses (as that term is defined in Section 5.2 of this Lease) and shall be paid in accordance with the provisions of Article 5 of this Lease. As used Notwithstanding the foregoing, Tenant shall not be required to pay, and there shall not be included in this Lease, the term "real property tax" shall include Operating Expenses, any form of assessment, license fee, rent tax, levy, penalty, tax or tax (other than estate, inheritance, net income or franchise taxes), imposed by any authority having the direct or indirect power to tax including without limitation, the EPA, any city, county, state, or federal government assessment expense or any improvement increase therein (a) in the nature of a tax on Landlord's net income, or other district in the nature of an inheritance, gift, transfer, estate or division thereof, whether death tax; or (b) in excess of the amount which would be payable on a current basis if such tax is (i) determined by or assessment expense were paid in installments over the area full period for which such installments would customarily be paid; or (iii) imposed on land or improvements other than those constituting part of the Project or the Premises or the Rent or other sums payable hereunder or by other means including, without limitation, any gross income or excise tax levied by any of the foregoing authorities with respect to receipt of such Rent or other sums, or (ii) with respect to any legal or equitable interest of Landlord in the Project or the Premises or any part thereof. Center. View More
Taxes. The Administrator will make such provision for the withholding of taxes as it deems necessary. The Administrator may, but need not, hold back shares of Stock from an Award or permit a Participant to tender previously owned shares of Stock in satisfaction of tax withholding requirements (but not in excess of the minimum withholding required by law). 3 6. Dividend Equivalents, Etc. The Administrator may provide for the payment of amounts in lieu of cash dividends or other cash distributions with r...espect to Stock subject to an Award. Any entitlement to dividend equivalents or similar entitlements shall be established and administered consistent either with exemption from, or compliance with, the requirements of Section 409A to the extent applicable.View More
Taxes. The Administrator will make such provision for the withholding of taxes as it deems necessary. The Administrator may, but need not, hold back shares of Stock from an Award or permit a Participant to tender previously owned shares of Stock in satisfaction of tax withholding requirements (but not in excess of the minimum withholding required by law). 2013 MVIS Incentive Plan 3 6. Dividend Equivalents, Etc. The Administrator may provide for the payment of amounts in lieu of cash dividends or other ...cash distributions with respect to Stock subject to an Award. Any entitlement to dividend equivalents or similar entitlements shall be established and administered consistent either with exemption from, or compliance with, the requirements of Section 409A to the extent applicable. View More
