Withholding. The Participant acknowledges that he or she may be required to pay to the
Company Partnership or, if different, an Affiliate that employs the Participant (the "Employer"), and that the
Company, Partnership, the Employer, or any Affiliate shall have the right and are hereby authorized to withhold from any compensation or other amount owing to the Participant, applicable income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items (including taxes
... that are imposed on the Company Partnership or the Employer as a result of the Participant's participation in the Plan but are deemed by the Company Partnership or the Employer to be an appropriate charge to the Participant) (collectively, "Tax-Related Items"), with respect to any issuance, transfer, or other taxable event under this Award Agreement or under the Plan and to take such action as may be necessary in the opinion of the Company Partnership to satisfy all obligations for the payment of such Tax-Related Items. The Participant further acknowledges that the Company Partnership and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, DRUs, including, but not limited to the grant or vesting of the RSUs DRUs and the subsequent sale of Shares Common Units acquired upon settlement of the Vested RSUs; DRUs; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs DRUs to reduce or eliminate the Participant's liability for Tax-Related Items or achieve a particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company Partnership and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Without limiting the foregoing, the Administrator may, from time to time, permit the Participant to make arrangements prior to the Vesting Date described herein to pay the applicable Tax-Related Items 9 in a manner prescribed by the Administrator prior to the Vesting Date; provided that, unless otherwise determined by the Administrator, any such payment or estimate must be received by the Company Partnership prior to the 9 Vesting Date. Additionally, the Participant authorizes the Company Partnership and/or the Employer to satisfy the obligations with regard to all Tax-Related Items by withholding from proceeds of the sale of Shares Common Units acquired upon settlement of the Vested RSUs DRUs either through a voluntary sale or through a mandatory sale arranged by the Company Partnership (on the Participant's behalf pursuant to this authorization). Depending on the withholding method, the Company Partnership and/or the Employer may withhold or account for the Tax-Related Items by considering minimum statutory withholding amounts or other applicable withholding rates in the Participant's jurisdiction(s), including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash through the Employer's normal payroll process and will have no entitlement to the Share Common Unit equivalent. The Participant acknowledges that, regardless of any action taken by the Company, Partnership, the Employer, or any Affiliate the ultimate liability for all Tax-Related Items, is and remains the Participant's responsibility and may exceed the amount, if any, actually withheld by the Company Partnership or the Employer. The Company Partnership may refuse to issue or deliver the Shares Common Units or the proceeds from the sale of Shares, Common Units, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.
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Withholding. The Participant acknowledges
that he or she may be required to pay to that, regardless of any action taken by the Company or, if different,
an Affiliate that employs the Related Company for which the Participant
provides service (the "Employer"),
and that the
Company, the Employer, or any Affiliate shall have the right and are hereby authorized to withhold from any compensation or other amount owing to the Participant, applicable ultimate liability for all income tax, social
insurance, insurance contributions, payroll tax, fringe benefits tax, payment on
account or account, and other tax-related items
(including taxes that are imposed on the Company or the Employer as a result of related to the Participant's participation in the Plan
but are deemed and legally applicable to Participant ("Tax-Related Items") is and remains the Participant's responsibility and may exceed the amount, if any, actually withheld by the Company or the
Employer to be an appropriate charge to the Participant) (collectively, "Tax-Related Items"), with respect to any issuance, transfer, or other taxable event under this Award Agreement or under the Plan and to take such action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such Tax-Related Items. Employer. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited
to to, the
grant grant, earning or
vesting settlement of the
RSUs and RSUs, the subsequent sale of
Shares shares Stock acquired
upon pursuant to such settlement
and the receipt of
any dividends or other distributions paid on the
Vested RSUs; Stock, and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant's liability for Tax-Related Items or achieve
a any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
Without limiting the foregoing, the Administrator may, from time to time, permit the Participant to make arrangements prior to the Vesting Date described herein to pay the applicable Tax-Related Items in a manner prescribed by the Administrator prior to the Vesting Date; provided that, unless Unless otherwise determined by the
Administrator, Committee, any
applicable withholding required with respect to this Restricted Stock Unit Award shall be satisfied through the surrender of shares of Stock to which the Participant is otherwise entitled under the Plan; provided, however, that the amount withheld in the form of shares of Stock to which the Participant is entitled under the Plan may not exceed the maximum individual tax rate for the Participant in applicable jurisdictions for such
payment Participant (based on the applicable rates of the relevant tax authorities (for example, federal, state and local), including the Participant's share of payroll or
estimate must similar taxes, as provided in tax law, regulations, or the authority's administrative practices, not to exceed the highest statutory rate in that jurisdiction, even if that rate exceeds the highest rate that may be
received by the Company prior applicable to the
9 Vesting Date. Additionally, specific Participant. Further, the Participant authorizes the Company and/or the
Employer Employer, or their respective agents, at their discretion, to satisfy
the any applicable withholding obligations with regard to all Tax-Related Items
not satisfied consistent with the prior sentence by
one or a combination of the following: (i) withholding from wages or other cash compensation payable to the Participant by the Company or the Employer; (ii) withholding from proceeds of the sale of
Shares acquired Stock to be issued upon settlement of the
Vested RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this
authorization). Depending on the withholding method, authorization without further consent); and (iii) any other method acceptable to the Company
and/or and permitted under the Plan and applicable laws. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed to have been issued the full number of shares of Stock subject to the vested RSUs, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may
be required to withhold or account for
as a result of the
Tax-Related Items by considering minimum statutory withholding amounts or other applicable withholding rates Participant's participation in the
Participant's jurisdiction(s), including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash through the Employer's normal payroll process and will have no entitlement to the Share equivalent. The Participant acknowledges that, regardless of any action taken Plan that cannot be satisfied by the
Company, the Employer, or any Affiliate the ultimate liability for all Tax-Related Items, is and remains the Participant's responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. means previously described. The Company may refuse to
issue or deliver the
Shares shares Stock or the proceeds
from of the sale of
Shares, shares of Stock if the Participant fails to comply with
his or her the Participant's obligations
in connection with the for Tax-Related Items.
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Withholding.
The Participant acknowledges that he or she may be required to pay to a. Regardless of any action the Company
or, if different, an Affiliate that employs the Participant (the "Employer"), and that the Company, the Employer, or any Affiliate shall have the right and are hereby authorized to withhold from any compensation or other amount owing to the Participant, applicable income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items (including... taxes that are imposed on the Company or the Employer as a result of the Participant's participation in the Plan but are deemed by the Company or the Employer to be an appropriate charge to the Participant) (collectively, "Tax-Related Items"), takes with respect to any issuance, transfer, or all income tax, payroll tax or other taxable event under this Award Agreement or under the Plan and to take such action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such Tax-Related Items. The tax-related withholding ("Tax-Related Items"), Participant further acknowledges that the ultimate liability for all Tax-Related Items owed by Participant is and remains Participant's responsibility and that the Company and/or the Employer (i) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to Option, including the grant grant, vesting or vesting exercise of the RSUs and Option or the subsequent sale of Shares acquired upon settlement of the Vested RSUs; exercise; and (ii) do does not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs Option to reduce or eliminate the Participant's liability for Tax-Related Items Items. b. Prior to exercise of the Option, Participant shall pay or achieve a particular tax result. Further, if the Participant is subject make adequate arrangements satisfactory to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or to satisfy all withholding obligations of the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Without limiting the foregoing, the Administrator may, from time to time, permit the Participant to make arrangements prior to the Vesting Date described herein to pay the applicable Tax-Related Items in a manner prescribed by the Administrator prior to the Vesting Date; provided that, unless otherwise determined by the Administrator, any such payment or estimate must be received by the Company prior to the 9 Vesting Date. Additionally, the Company. In this regard, Participant authorizes the Company and/or the Employer to satisfy the obligations with regard to withhold all applicable Tax-Related Items legally payable by withholding Participant from Participant's wages or other cash compensation paid to Participant by the Company or from proceeds of the sale of the Shares. Alternatively, or in addition, to the extent permissible under applicable law, the Company may (i) sell or arrange for the sale of Shares acquired that Participant acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold Shares otherwise issuable upon settlement exercise of the Vested RSUs either through Option, provided that the Company only withholds the amount of Shares necessary to satisfy the withholding amount (not to exceed maximum statutory rates). Finally, Participant shall pay to the Company any amount of Tax-Related Items that the Company may be required to withhold as a voluntary sale or through a mandatory sale arranged result of Participant's participation in the Plan that cannot be satisfied by the Company (on the Participant's behalf pursuant to this authorization). Depending on the withholding method, the Company and/or the Employer may withhold or account for the Tax-Related Items by considering minimum statutory withholding amounts or other applicable withholding rates in the Participant's jurisdiction(s), including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash through the Employer's normal payroll process and will have no entitlement to the Share equivalent. The Participant acknowledges that, regardless of any action taken by the Company, the Employer, or any Affiliate the ultimate liability for all Tax-Related Items, is and remains the Participant's responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. means previously described. The Company may refuse to issue or and deliver Shares upon exercise of the Shares or the proceeds from the sale of Shares, Option if the Participant fails to comply with his or her Participant's obligations in connection with the Tax-Related Items. Items as described in this Section 8.
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