Taxes Contract Clauses (3,332)

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. You expressly acknowledge and agree that the Corporation will be entitled to make any tax withholding from your compensation as it deems reasonably necessary to comply with applicable taxation laws, rules and regulations. The Corporation will reimburse you for the reasonable expenses incurred by you if preparation of tax returns are required to be filed in Canada.
Taxes. You expressly acknowledge and agree that the Corporation will be entitled to make any tax withholding from your compensation as it deems reasonably necessary to comply with applicable taxation laws, rules rules, and regulations. The Corporation will reimburse you for the reasonable expenses incurred by you if preparation of tax returns are required to be filed in Canada.
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Taxes. All forms of compensation referred to in this Agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law. The Executive hereby acknowledges that the Company does not have a duty to design its compensation policies in a manner that minimizes tax liabilities. - 2 - 7. Notice and Date of Termination. (a) Notice of Termination. The Executive's employment with the Company may be terminated by the Company or the Executive at any time and... for any reason. Any termination of the Executive's employment (other than by reason of death) shall be communicated in a notice of termination from one party hereto to the other party hereto (a "Notice of Termination") in accordance with this Agreement. (b) Date of Termination. "Date of Termination" shall mean: (i) if the Executive's employment is terminated by the Executive's death, the date of the Executive's death; (ii) if the Executive's employment is terminated for any other reason, the date specified in the Notice of Termination; provided, however, that, notwithstanding the foregoing, in the event that the Executive gives a Notice of Termination to the Company, the Company may unilaterally accelerate the Date of Termination and such acceleration shall not result in the termination being deemed a termination by the Company. View More
Taxes. All forms of compensation referred to in this Agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law. The Executive hereby acknowledges that the Company does not have a duty to design its compensation policies in a manner that minimizes tax liabilities. - 2 8 - 7. 12. Notice and Date of Termination. (a) Notice of Termination. The Executive's employment with the Company may be terminated by the Company or the Executive at any ti...me and for any reason. Any termination of the Executive's employment (other than by reason of death) shall be communicated in a notice by written Notice of termination Termination from one party hereto to the other party hereto (a "Notice of Termination") in accordance with this Agreement. Section. For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon. (b) Date of Termination. "Date of Termination" shall mean: (i) if the Executive's employment is terminated by the Executive's death, the date of the Executive's death; (ii) if the Executive's employment is terminated on account of Executive's Disability or by the Company for any other reason, Cause or without Cause, the date specified in the Notice of Termination; provided, however, that, notwithstanding (iii) if the Executive's employment is terminated by the Executive for any reason except for Good Reason, thirty (30) days after the date specified in the Notice of Termination, and (iv) if the Executive's employment is terminated by the Executive with Good Reason, the date specified in the Notice of Termination given after the end of the Cure Period. Notwithstanding the foregoing, in the event that the Executive gives a Notice of Termination to the Company, the Company may unilaterally accelerate the Date of Termination and such acceleration shall not result in the termination being deemed a termination by the Company. Company for purposes of this Agreement. View More
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Taxes. All compensation payable to Executive are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law. Executive hereby acknowledges that the Company does not have a duty to design its compensation policies in a -7 - manner that minimizes Executive's tax liabilities, and Executive not make any claim against the Company or its board of directors related to tax liabilities arising from his compensation.
Taxes. All compensation payable to Executive are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law. Executive hereby acknowledges that the Company does not have a duty to design its compensation policies in a -7 - manner that minimizes Executive's tax liabilities, and Executive shall not make any claim against the Company or its board of directors Board related to tax liabilities arising from his compensation.
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Taxes. As soon as administratively feasible after each vesting date, AB shall deliver to the Participant the gross number of Restricted Units that have vested. The Participant shall be responsible for payment of any federal, state and/or local taxes relating to the grant and/or delivery of Restricted Units. The Participant should consult a personal tax advisor to ensure any quarterly estimated or other taxes are paid as appropriate.7. Dilution and Other Adjustments. The existence of the Award shall not... impair the right of AB, AB Holding or their respective partners to, among other things, conduct, make or effect any change in AB's or AB Holding's business, any distribution (whether in the form of cash, limited partnership interests, other securities, or other property), recapitalization (including, without limitation, any subdivision or combination of limited partnership interests), reorganization, consolidation, combination, repurchase or exchange of limited partnership interests or other securities of AB or AB Holding, issuance of warrants or other rights to purchase limited partnership interests or other securities of AB or AB Holding, or any incorporation of AB or AB Holding. In the event of such a change in the partnership interests of AB or AB Holding, the Board shall make such adjustments to the Award as it deems appropriate and equitable. In the event of incorporation of AB or AB Holding, the Board shall make such arrangements as it deems appropriate and equitable with respect to the Award for the Participant to receive stock in the resulting corporation in place of the Restricted Units. Any decision by the Board under this Section shall be final and binding upon the Participant.8. Distributions on Unvested Units. AB Holding shall pay to the Participant cash distributions with respect to any unvested Restricted Units on the same basis as cash distributions are paid to holders of Units.239. Administrator. The Board shall be the Administrator.10. Governing Law. This Award Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.11. Entire Agreement; Amendment. This Award Agreement supersedes any and all existing agreements between the Participant, AB and AB Holding relating to the Restricted Unit awards. It may not be amended except by a written agreement signed by both parties.12. Interpretation. The Participant accepts this Award subject to all the terms and provisions of the Plan, which shall control in the event of any conflict between any provision of the Plan and this Award Agreement, and accepts as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan and/or this Award Agreement.13. Notices. Any notice under this Award Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or when deposited in the United States mail, registered, postage prepaid, and addressed, in the case of AB and AB Holding, to the Corporate Secretary at 1345 Avenue of the Americas, New York, New York 10105, or if AB should move its principal office, to such principal office, and, in the case of the Participant, to the Participant's last permanent address as shown on AB's records, subject to the right of either party to designate some other address at any time hereafter in a notice satisfying the requirements of this Section.14. Sections and Headings. All section references in this Award Agreement are to sections hereof for convenience of reference only and are not to affect the meaning of any provision of this Award Agreement.34ALLIANCEBERNSTEIN L.P. By: /s/ Laurence E. Cranch Laurence E. CranchGeneral CounselALLIANCEBERNSTEIN HOLDING L.P. By: /s/ Laurence E. Cranch Laurence E. CranchGeneral Counsel INDEPENDENT DIRECTOR4SCHEDULE A1.6,320 Restricted Units have been awarded pursuant to this Award Agreement.2.Restrictions lapse with respect to the Units in accordance with the following schedule:Percentage of UnitsVested on theDate Date Indicated May 15, 2019 25.0%May 15, 2020 50.0%May 15, 2021 75.0%May 15, 2022 100.0%5 View More
Taxes. As soon as administratively feasible after each vesting date, AB shall deliver to the Participant the gross number of Restricted Units that have vested. The Participant shall be responsible for payment of any federal, state and/or local taxes relating to the grant and/or delivery of Restricted Units. The Participant should consult a personal tax advisor to ensure any quarterly estimated or other taxes are paid as appropriate.7. Dilution and Other Adjustments. The existence of the Award shall not... impair the right of AB, AB Holding or their respective partners to, among other things, conduct, make or effect any change in AB's or AB Holding's business, any distribution (whether in the form of cash, limited partnership interests, other securities, or other property), recapitalization (including, without limitation, any subdivision or combination of limited partnership interests), reorganization, consolidation, combination, repurchase or exchange of limited partnership interests or other securities of AB or AB Holding, issuance of warrants or other rights to purchase limited partnership interests or other securities of AB or AB Holding, or any incorporation of AB or AB Holding. In the event of such a change in the partnership interests of AB or AB Holding, the Board shall make such adjustments to the Award as it deems appropriate and equitable. In the event of incorporation of AB or AB Holding, the Board shall make such arrangements as it deems appropriate and equitable with respect to the Award for the Participant to receive stock in the resulting corporation in place of the Restricted Units. Any decision by the Board under this Section shall be final and binding upon the Participant.8. Distributions on Unvested Units. AB Holding shall pay to the Participant cash distributions with respect to any unvested Restricted Units on the same basis as cash distributions are paid to holders of Units.239. Units.9. Administrator. The Board shall be the Administrator.10. Governing Law. This Award Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.11. Entire Agreement; Amendment. This Award Agreement supersedes any and all existing agreements between the Participant, AB and AB Holding relating to the Restricted Unit awards. It may not be amended except by a written agreement signed by both parties.12. Interpretation. The Participant accepts this Award subject to all the terms and provisions of the Plan, which shall control in the event of any conflict between any provision of the Plan and this Award Agreement, and accepts as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan and/or this Award Agreement.13. Notices. Any notice under this Award Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or when deposited in the United States mail, registered, postage prepaid, and addressed, in the case of AB and AB Holding, to the Corporate Secretary at 1345 Avenue of the Americas, New York, New York 10105, or if AB should move its principal office, to such principal office, and, in the case of the Participant, to the Participant's last permanent address as shown on AB's records, subject to the right of either party to designate some other address at any time hereafter in a notice satisfying the requirements of this Section.14. Sections and Headings. All section references in this Award Agreement are to sections hereof for convenience of reference only and are not to affect the meaning of any provision of this Award Agreement.34ALLIANCEBERNSTEIN Agreement.ALLIANCEBERNSTEIN L.P. By: /s/ Laurence E. Cranch Laurence E. CranchGeneral CounselALLIANCEBERNSTEIN HOLDING L.P. By: /s/ Laurence E. Cranch Laurence E. CranchGeneral Counsel INDEPENDENT DIRECTOR4SCHEDULE A1.6,320 DIRECTORSCHEDULE A1.__________ Restricted Units have been awarded pursuant to this Award Agreement.2.Restrictions lapse with respect to the Units in accordance with the following schedule:Percentage of UnitsVested on theDate Date Indicated May 15, 2019 14, 2020 25.0%May 15, 2020 14, 2021 50.0%May 15, 2021 14, 2022 75.0%May 15, 2022 100.0%5 14, 2023 100.0%ablegal - 3579538 v11 View More
Taxes. As soon as administratively feasible after each vesting date, AB shall deliver to the Participant the gross number of Restricted Units that have vested. The Participant shall be responsible for payment of any federal, state and/or local taxes relating to the grant and/or delivery of Restricted Units. The Participant should consult a personal tax advisor to ensure any quarterly estimated or other taxes are paid as appropriate.7. Dilution and Other Adjustments. The existence of the Award shall not... impair the right of AB, AB Holding or their respective partners to, among other things, conduct, make or effect any change in AB's or AB Holding's business, any distribution (whether in the form of cash, limited partnership interests, other securities, or other property), recapitalization (including, without limitation, any subdivision or combination of limited partnership interests), reorganization, consolidation, combination, repurchase or exchange of limited partnership interests or other securities of AB or AB Holding, issuance of warrants or other rights to purchase limited partnership interests or other securities of AB or AB Holding, or any incorporation of AB or AB Holding. In the event of such a change in the partnership interests of AB or AB Holding, the Board shall make such adjustments to the Award as it deems appropriate and equitable. In the event of incorporation of AB or AB Holding, the Board shall make such arrangements as it deems appropriate and equitable with respect to the Award for the Participant to receive stock in the resulting corporation in place of the Restricted Units. Any decision by the Board under this Section shall be final and binding upon the Participant.8. Distributions on Unvested Units. AB Holding shall pay to the Participant cash distributions with respect to any unvested Restricted Units on the same basis as cash distributions are paid to holders of Units.239. Units.9. Administrator. The Board shall be the Administrator.10. Governing Law. This Award Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.11. Entire Agreement; Amendment. This Award Agreement supersedes any and all existing agreements between the Participant, AB and AB Holding relating to the Restricted Unit awards. It may not be amended except by a written agreement signed by both parties.12. Interpretation. The Participant accepts this Award subject to all the terms and provisions of the Plan, which shall control in the event of any conflict between any provision of the Plan and this Award Agreement, and accepts as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan and/or this Award Agreement.13. Notices. Any notice under this Award Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or when deposited in the United States mail, registered, postage prepaid, and addressed, in the case of AB and AB Holding, to the Corporate Secretary at 1345 Avenue of the Americas, New York, New York 10105, or if AB should move its principal office, to such principal office, and, in the case of the Participant, to the Participant's last permanent address as shown on AB's records, subject to the right of either party to designate some other address at any time hereafter in a notice satisfying the requirements of this Section.14. Sections and Headings. All section references in this Award Agreement are to sections hereof for convenience of reference only and are not to affect the meaning of any provision of this Award Agreement.34ALLIANCEBERNSTEIN Agreement.ALLIANCEBERNSTEIN L.P. By: /s/ Laurence E. Cranch Laurence E. CranchGeneral CounselALLIANCEBERNSTEIN HOLDING L.P. By: /s/ Laurence E. Cranch Laurence E. CranchGeneral Counsel INDEPENDENT DIRECTOR4SCHEDULE A1.6,320 DIRECTORSCHEDULE A1.__________ Restricted Units have been awarded pursuant to this Award Agreement.2.Restrictions lapse with respect to the Units in accordance with the following schedule:Percentage of UnitsVested on theDate Date Indicated May 15, 2019 14, 2020 25.0%May 15, 2020 14, 2021 50.0%May 15, 2021 14, 2022 75.0%May 15, 2022 100.0%5 14, 2023 100.0%ablegal - 3579538 v11 View More
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Taxes. Company may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as Company is required to withhold pursuant to any applicable law, regulation or ruling.
Taxes. The Company may withhold from any amounts payable under this Agreement letter agreement all federal, state, city or other taxes as the Company is required to withhold pursuant to any applicable law, regulation or ruling.
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Taxes. As a condition of receiving this award of RSUs, the Executive agrees to pay to the Company upon demand such amount as may be requested by the Company for the purpose of satisfying its liability to withhold federal, state, or local income or other taxes due by reason of the grant, vesting or settlement of, or by reason of any other event relating to, the RSUs. However, the Executive may elect to have the Company satisfy such withholding obligations by withholding a number of Shares otherwise issu...able hereunder having a Fair Market Value on the date the tax obligation arises equal to the amount to be withheld; provided, however, that the amount to be withheld may not exceed the total maximum statutory tax rates associated with the transaction to the extent needed for the Company to avoid adverse accounting treatment. If the Executive does not make the payment or election described in the foregoing, then the Company or an affiliate may withhold such taxes from other amounts owed to the Executive or may choose to satisfy the withholding obligations by withholding Shares otherwise issuable hereunder in accordance with the preceding sentence. View More
Taxes. As a condition of receiving this award of RSUs, the Executive Director agrees to pay to the Company upon demand such amount as may be requested by the Company for the purpose of satisfying its liability to withhold federal, state, or local income or other taxes taxes, if any, due by reason of the grant, vesting or settlement of, or by reason of any other event relating to, the RSUs. However, the Executive Director may elect to have the Company satisfy any such withholding obligations by withhold...ing a number of Shares otherwise issuable hereunder having a Fair Market Value on the date the tax obligation arises equal to the amount to be withheld; provided, however, that the amount to be withheld may not exceed the total maximum statutory tax rates associated with the transaction to the extent needed for the Company to avoid adverse accounting treatment. If the Executive Director does not make the payment or election described in the foregoing, then the Company or an affiliate may withhold such taxes from other amounts owed to the Executive Director or may choose to satisfy the withholding obligations by withholding Shares otherwise issuable hereunder in accordance with the preceding sentence. View More
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Taxes. The Company may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as the Company is required to withhold pursuant to any applicable law, regulation or ruling. It is intended that any amounts payable under this Agreement will be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and treasury regulations relating thereto, and this Agreement shall be interpreted and construed accordingly; provided, howe...ver, that the Company and its subsidiaries and affiliates shall not be responsible for any taxes, penalties, interest or other losses or expenses incurred by Executive due to any failure to comply with Section 409A of the Code. Each payment under this Agreement as a result of the separation of Executive's service shall be considered a separate payment for purposes of Section 409A of the Code. To the extent any reimbursement provided under this Agreement is deferred compensation subject to Section 409A of the Code (i) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other taxable year; (ii) the reimbursement of an eligible expense must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) the right to reimbursement is not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if (i) on the date of Executive's "separation from service" (as such term is defined under Treasury Regulation 1.409A-1(h for all purposes of this Agreement, including the payment of any severance payments which are deferred compensation for purposes of Section 409A of the Code)), Executive is deemed to be a "specified employee" (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of the Company, as determined in accordance with the Company's "specified employee" determination procedures, and (ii) any payments to be provided to the Executive pursuant to this Agreement which constitute "deferred compensation" for purposes of Section 409A are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is six (6) months after the date of Executive's "separation from service" or, if sooner, the date of Executive's death. Any payments delayed pursuant to this Section 16 shall be made in a lump sum on the first day of the seventh month following Executive's "separation from service" (as such term is defined under Treasury Regulation 1.409A-1(h)) or, if sooner, the date of Executive's death. View More
Taxes. The Company may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as the Company is required to withhold pursuant to any applicable law, regulation or ruling. It is intended that any amounts payable under this Agreement will be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and treasury regulations Treasury Regulations relating thereto, and this Agreement shall be interpreted and construed accord...ingly; provided, however, that the Company and its subsidiaries and affiliates shall not be responsible for any taxes, penalties, interest or other losses or expenses incurred by Executive due to any failure to comply with Section 409A of the Code. Each payment under this Agreement as a result of the separation of Executive's service shall be considered a separate payment for purposes of Section 409A of the Code. To the extent any reimbursement provided under this Agreement is deferred compensation subject to Section 409A of the Code (i) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other taxable year; (ii) the reimbursement of an eligible expense must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) the right to reimbursement is not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if (i) on the date of Executive's "separation from service" (as such term is defined under Treasury Regulation 1.409A-1(h 1.409A-1(h)) for all purposes of this Agreement, including the payment of any severance payments which are deferred compensation for purposes of Section 409A of the Code)), Executive is deemed to be a "specified employee" (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of the Company, as determined in accordance with the Company's "specified employee" determination procedures, and (ii) any payments to be provided to the Executive pursuant to this Agreement which constitute "deferred compensation" for purposes of Section 409A are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is six (6) months after the date of Executive's "separation from service" or, if sooner, the date of Executive's death. Any payments delayed pursuant to this Section 16 14 shall be made in a lump sum on the first day of the seventh month following Executive's "separation from service" (as such term is defined under Treasury Regulation 1.409A-1(h)) or, if sooner, the date of Executive's death. death.15. Headings. The headings used herein are for the convenience of reference only, do not constitute part of this Agreement and will not be deemed to limit or otherwise affect any of the provisions of this Agreement.16. Plain Meaning and Drafting. This Agreement shall be interpreted in accordance with the plain meaning of its terms. Although the initial draft of this Agreement has been drafted by counsel for the Company, the parties hereto agree that this Agreement cannot be construed in favor of or against any of the Parties to this Agreement. The Parties hereto agree that they have had the opportunity to consult with counsel of their choosing with respect to the terms of this Agreement.17. Counterparts; Electronic Signatures. This Agreement may be executed by facsimile and/or electronic signature in two or more counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. Facsimile and electronic signatures shall, for all purposes, be treated as originals.18. Injunctive Relief. Executive acknowledges and agrees that the Company would be damaged irreparably in the event any of the provisions of this Agreement is not performed in accordance with its specific terms, and that any breach of this Agreement could not be adequately compensated by monetary damages. Accordingly, the Executive agrees that, in addition to any other right or remedy to which the Company may be entitled, at law or in equity, the Company will be entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of the provisions of this Agreement, without posting any bond or other undertaking.19. Capitalized Terms. Any capitalized terms not defined herein shall be defined as set forth in the Severance Agreement. View More
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Taxes. The Participant is hereby advised to consult immediately with his or her own tax advisor about the tax consequences of this Stock Award Agreement, the method and timing for filing an election to include this award in income under section 83(b) of the Internal Revenue Code of 1986, and the tax consequences of that election. By executing this Stock Award Agreement, the Participant agrees that if the Participant makes an election to include the award in income under section 83(b) of the Internal Re...venue Code of 1986, the Participant will provide Middlefield with written notice of the election in accordance with the regulations under section 83(b) of the Internal Revenue Code of 1986. View More
Taxes. The Participant is hereby advised to consult immediately with his or her own tax advisor about the tax consequences of this Restricted Stock Award Agreement, the method and timing for filing an election to include this award Award in income under section 83(b) of the Internal Revenue Code of 1986, and the tax consequences of that election. By executing this Restricted Stock Award Agreement, the Participant agrees that if the Participant makes an election to include the award Award in income unde...r section 83(b) of the Internal Revenue Code of 1986, the Participant will provide Middlefield Cortland Bancorp with written notice of the election in accordance with the regulations under section 83(b) of the Internal Revenue Code of 1986. View More
Taxes. The Participant is hereby advised to consult immediately with his or her own tax advisor about the tax consequences of this Stock Award Agreement, the method and timing for filing an election to include this award in income under section Section 83(b) of the Internal Revenue Code of 1986, and the tax consequences of that election. By executing this Stock Award Agreement, the Participant agrees that if the Participant makes an election to include the award in income under section Section 83(b) of... the Internal Revenue Code of 1986, the Participant will provide Middlefield with written notice of the election in accordance with the regulations under section Section 83(b) of the Internal Revenue Code of 1986. 3 12. No Registration Rights. The Participant acknowledges and agrees that Middlefield and its Related Entities have no obligation to register the Participant's offer and sale of the shares awarded under this Agreement under the Securities Act of 1933 or the securities laws of any state. View More
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Taxes. Except to the extent otherwise specifically provided in an employment or consulting agreement between you and your employer, by signing this Award Agreement, you acknowledge that you shall be solely responsible for the satisfaction of any taxes that may arise pursuant to this Award (including taxes arising under Sections 409A (regarding deferred compensation) or 4999 (regarding golden parachute excise taxes), and that neither the Company nor the Administrator shall have any obligation whatsoever... to pay such taxes or to otherwise indemnify or hold you harmless from any or all of such taxes. The Committee shall have the sole discretion to interpret the requirements of the Code, including Section 409A, for purposes of the Plan and this Award Agreement. View More
Taxes. Except to the extent otherwise specifically provided in an employment or consulting agreement between you and your employer, by signing this Award Agreement, you acknowledge that you shall be solely responsible for the satisfaction of any taxes that may arise pursuant to this Award (including taxes arising under Sections 409A (regarding deferred compensation) or 4999 (regarding golden parachute excise taxes), and that neither the Company nor the Administrator Committee shall have any obligation ...whatsoever to pay such taxes or to otherwise indemnify or hold you harmless from any or all of such taxes. The Committee shall have the sole discretion to interpret the requirements of the Code, including Section 409A, for purposes of the Plan and this Award Agreement. The Company shall have the right to require, prior to issuance or delivery of any shares of Common Stock or the payment of any cash pursuant this Award, payment by you of any taxes which may be required to be withheld or paid in connection with this Award, by any means set forth in Section 5.5. of the Plan. View More
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Taxes. If any sum payable by the Company under this Agreement is subject to tax in the hands of an Underwriter or taken into account as a receipt in computing the taxable income of that Underwriter (excluding net income taxes on underwriting commissions payable hereunder), the sum payable to the Underwriter under this Agreement shall be increased to such sum as will ensure that the Underwriter shall be left with the sum it would have had in the absence of such tax.16. Headings. The headings of the sect...ions of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.17. Notices. All communications hereunder shall be in writing and effective only upon receipt and if to the Underwriters shall be delivered, mailed or sent to you in 36 care of Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198, Attention: Registration Department, and in care of Piper Jaffray & Co., 345 Park Avenue, 12th Floor, New York, NY 10154, Attention: Equity Capital Markets, with a copy to the Legal Department at 800 Nicollet Mall, Suite 1000, Minneapolis, MN 55402; and if to the Company shall be delivered or sent by mail or facsimile transmission to 215 Church Street, New Haven, CT 06510.18. Recognition of the U.S. Special Resolution Regimes. (a)In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b)In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c)As used in this section:"BHC Act Affiliate" has the meaning assigned to the term "affiliate" in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k)."Covered Entity" means any of the following:(i) a "covered entity" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);(ii) a "covered bank" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or(iii) a "covered FSI" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b)."Default Right" has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable."U.S. Special Resolution Regime" means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the 37 Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder. View More
Taxes. If any sum payable by Notwithstanding anything herein to the contrary, the Company under this Agreement is subject and the Selling Stockholders are authorized to disclose to any persons the U.S. federal and state income tax in the hands of an Underwriter or taken into account as a receipt in computing the taxable income of that Underwriter (excluding net income taxes on underwriting commissions payable hereunder), the sum payable to the Underwriter under this Agreement shall be increased to such... sum as will ensure that the Underwriter shall be left with the sum it would have had in the absence of such tax.16. Headings. The headings treatment and tax structure of the sections potential transaction and all materials of this Agreement have been inserted for convenience of reference only any kind (including tax opinions and shall not be deemed a part of this Agreement.17. Notices. All communications hereunder shall be in writing and effective only upon receipt and if to the Underwriters shall be delivered, mailed or sent to you in 36 care of Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198, Attention: Registration Department, and in care of Piper Jaffray & Co., 345 Park Avenue, 12th Floor, New York, NY 10154, Attention: Equity Capital Markets, with a copy to the Legal Department at 800 Nicollet Mall, Suite 1000, Minneapolis, MN 55402; and if other tax analyses) provided to the Company and the Selling Stockholders relating to that treatment and structure, without the Underwriters imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, "tax structure" is limited to any facts that may be delivered or sent by mail or facsimile transmission relevant to 215 Church Street, New Haven, CT 06510.18. that treatment. 37 24. Recognition of the U.S. Special Resolution Regimes. (a)In (a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b)In (b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c)As (c) As used in this section:"BHC section: "BHC Act Affiliate" has the meaning assigned to the term "affiliate" in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k)."Covered 1841(k). "Covered Entity" means any of the following:(i) following: (i) a "covered entity" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);(ii) 252.82(b); (ii) a "covered bank" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or(iii) or (iii) a "covered FSI" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b)."Default 382.2(b). "Default Right" has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable."U.S. applicable. "U.S. Special Resolution Regime" means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the 37 Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder. View More
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