Withholding Clause Example with 5 Variations from Business Contracts
This page contains Withholding clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Withholding. (a) Regardless of any action the Company takes with respect to any or all income tax, payroll tax or other tax-related withholding ("Tax-Related Items"), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee's responsibility and that the Company (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant or vesting of the Units ...or the subsequent sale of shares of Stock acquired upon vesting; and (ii) does not commit to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Grantee's liability for Tax-Related Items. (b) Prior to vesting of the Units, the Grantee shall pay or make adequate arrangements satisfactory to the Company to satisfy all withholding obligations of the Company. In this regard, the Grantee authorizes the Company to withhold all applicable Tax-Related Items legally payable by the Grantee from the Grantee's wages or other cash compensation paid to the Grantee by the Company or from proceeds of the sale of the shares of Stock. Alternatively, or in addition, to the extent permissible under applicable law, the Company may (i) sell or arrange for the sale of shares of Stock that the Grantee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in shares of Stock, provided that the Company only withholds the amount of shares of Stock necessary to satisfy the minimum withholding amount. Finally, the Grantee shall pay to the Company any amount of Tax-Related Items that the Company may be required to withhold as a result of the Grantee's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue and deliver shares of Stock in payment of any earned and vested Units if the Grantee fails to comply with the Grantee's obligations in connection with the Tax-Related Items as described in this Section 4.View More
Variations of a "Withholding" Clause from Business Contracts
Withholding. (a) Regardless of any action the Company Company, any of its Subsidiaries and/or the Grantee's employer takes with respect to any or all income tax, social insurance, payroll tax tax, payment on account or other tax-related withholding items related to the Grantee's participation in the Plan and legally applicable to the Grantee ("Tax-Related Items"), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee's responsibility and... may exceed the amount actually withheld by the Company or any of its affiliates. The Grantee further acknowledges that the Company and/or its Subsidiaries (i) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including Performance Share Units, including, but not limited to, the grant or vesting of the Units or Performance Share Units, the delivery of Shares, the subsequent sale of shares Shares acquired pursuant to such delivery and the receipt of Stock acquired upon vesting; any dividends and/or dividend equivalents; and (ii) does do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award award to reduce or eliminate the Grantee's liability for Tax-Related Items. (b) Items or achieve any particular tax result. Further, if the Grantee becomes subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee acknowledges that the Company and/or its Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction. 4 Prior to vesting of the Units, any relevant taxable or tax withholding event, as applicable, the Grantee shall will pay or make adequate arrangements satisfactory to the Company and/or its Subsidiaries to satisfy all withholding obligations of the Company. Tax-Related Items. In this regard, the Grantee authorizes the Company and/or its Subsidiaries, or their respective agents, at their discretion, to withhold satisfy the obligations with regard to all applicable Tax-Related Items legally payable by one or a combination of the Grantee following: (a)withholding from the Grantee's wages or other cash compensation paid to the Grantee by the Company and/or its Subsidiaries; or (b) withholding from proceeds of the Shares acquired following settlement either through a voluntary sale of the shares of Stock. Alternatively, or in addition, to the extent permissible under applicable law, through a mandatory sale arranged by the Company (on the Grantee's behalf pursuant to this authorization); or (c) withholding in Shares to be delivered upon settlement. To avoid negative accounting treatment, the Company and/or its Subsidiaries may (i) sell withhold or arrange account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the sale of shares of Stock that the Grantee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold Items is satisfied by withholding in shares Shares, for tax purposes, the Grantee is deemed to have been issued the full number of Stock, provided Shares attributable to the awarded Performance Share Units, notwithstanding that a number of Shares are held back solely for the Company only withholds purpose of paying the amount Tax-Related Items due as a result of shares any aspect of Stock necessary to satisfy the minimum withholding amount. Grantee's participation in the Plan. Finally, the Grantee shall pay to the Company and/or its Subsidiaries any amount of Tax-Related Items that the Company and/or its Subsidiaries may be required to withhold or account for as a result of the Grantee's participation in the Plan that cannot be are not satisfied by the means previously described. The Company may refuse to issue and or deliver shares the Shares or the proceeds of Stock in payment the sale of any earned and vested Units Shares, if the Grantee fails to comply with the Grantee's obligations in connection with the Tax-Related Items as described 12. Governing Law. This Agreement shall be governed by and construed in this Section 4. accordance with the laws of the State of Delaware, without giving effect to any principle of law that could result in the application of the law of any other jurisdiction. View More
Withholding. (a) Regardless of any action the Company Company, any of its Subsidiaries and/or the Grantee's employer takes with respect to any or all income tax, social insurance, payroll tax tax, payment on account or other tax-related withholding items related to the Grantee's participation in the Plan and legally applicable to the Grantee ("Tax-Related Items"), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee's responsibility and... may exceed the amount actually withheld by the Company or any of its affiliates. The Grantee further acknowledges that the Company and/or its Subsidiaries (i) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including Performance Share Units, including, but not limited to, the grant or vesting of the Units or Performance Share Units, the delivery of Shares, the subsequent sale of shares Shares acquired pursuant to such delivery and the receipt of Stock acquired upon vesting; any dividends and/or dividend equivalents; and (ii) does do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award award to reduce or eliminate the Grantee's liability for Tax-Related Items. (b) Items or achieve any particular tax result. Further, if the Grantee becomes subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee acknowledges that the Company and/or its Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to vesting of the Units, any relevant taxable or tax withholding event, as applicable, the Grantee shall will pay or make adequate arrangements satisfactory to the Company and/or its Subsidiaries to satisfy all withholding obligations of the Company. Tax-Related Items. In this regard, the Grantee authorizes the Company and/or its Subsidiaries, 4 or their respective agents, at their discretion, to withhold satisfy the obligations with regard to all applicable Tax-Related Items legally payable by one or a combination of the Grantee following: (a)withholding from the Grantee's wages or other cash compensation paid to the Grantee by the Company and/or its Subsidiaries; or (b)withholding from proceeds of the Shares acquired following settlement either through a voluntary sale of the shares of Stock. Alternatively, or in addition, to the extent permissible under applicable law, through a mandatory sale arranged by the Company (on the Grantee's behalf pursuant to this authorization); or (c)withholding in Shares to be delivered upon settlement. To avoid negative accounting treatment, the Company and/or its Subsidiaries may (i) sell withhold or arrange account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the sale of shares of Stock that the Grantee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold Items is satisfied by withholding in shares Shares, for tax purposes, the Grantee is deemed to have been issued the full number of Stock, provided Shares attributable to the awarded Performance Share Units, notwithstanding that a number of Shares are held back solely for the Company only withholds purpose of paying the amount Tax-Related Items due as a result of shares any aspect of Stock necessary to satisfy the minimum withholding amount. Grantee's participation in the Plan. Finally, the Grantee shall pay to the Company and/or its Subsidiaries any amount of Tax-Related Items that the Company and/or its Subsidiaries may be required to withhold or account for as a result of the Grantee's participation in the Plan that cannot be are not satisfied by the means previously described. The Company may refuse to issue and or deliver shares the Shares or the proceeds of Stock in payment the sale of any earned and vested Units Shares, if the Grantee fails to comply with the Grantee's obligations in connection with the Tax-Related Items. By accepting this grant of Performance Share Units, the Grantee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its subsidiaries as described set forth hereunder, including the withholding of Shares and the withholding from the Grantee's wages/salary or other amounts payable to the Grantee. All other Tax- Related Items related to the Performance Share Units and any Shares delivered in this Section 4. satisfaction thereof are the Grantee's sole responsibility. View More
Withholding. (a) Regardless of any action the Company Company, any of its Subsidiaries and/or the Grantee's employer takes with respect to any or all income tax, social insurance, payroll tax tax, payment on account or other tax-related withholding items related to the Grantee's participation in the Plan and legally applicable to the Grantee ("Tax-Related Items"), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee's responsibility and... may exceed the amount actually withheld by the Company or any of its affiliates. The Grantee further acknowledges that the Company and/or its Subsidiaries (i) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including Performance Share Units, including, but not limited to, the grant or vesting of the Units or Performance Share Units, the delivery of Shares, the subsequent sale of shares Shares acquired pursuant to such delivery and the receipt of Stock acquired upon vesting; any dividends and/or dividend equivalents; and (ii) does do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award award to reduce or eliminate the Grantee's liability for Tax-Related Items. (b) Items or achieve any particular tax result. Further, if the Grantee becomes subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee acknowledges that the Company and/or its Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction. 4 Prior to vesting of the Units, any relevant taxable or tax withholding event, as applicable, the Grantee shall will pay or make adequate arrangements satisfactory to the Company and/or its Subsidiaries to satisfy all withholding obligations of the Company. Tax-Related Items. In this regard, the Grantee authorizes the Company and/or its Subsidiaries, or their respective agents, at their discretion, to withhold satisfy the obligations with regard to all applicable Tax-Related Items legally payable by one or a combination of the Grantee following: (a)withholding from the Grantee's wages or other cash compensation paid to the Grantee by the Company and/or its Subsidiaries; or (b)withholding from proceeds of the Shares acquired following settlement either through a voluntary sale of the shares of Stock. Alternatively, or in addition, to the extent permissible under applicable law, through a mandatory sale arranged by the Company (on the Grantee's behalf pursuant to this authorization); or (c)withholding in Shares to be delivered upon settlement. To avoid negative accounting treatment, the Company and/or its Subsidiaries may (i) sell withhold or arrange account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the sale of shares of Stock that the Grantee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold Items is satisfied by withholding in shares Shares, for tax purposes, the Grantee is deemed to have been issued the full number of Stock, provided Shares attributable to the awarded Performance Share Units, notwithstanding that a number of Shares are held back solely for the Company only withholds purpose of paying the amount Tax-Related Items due as a result of shares any aspect of Stock necessary to satisfy the minimum withholding amount. Grantee's participation in the Plan. Finally, the Grantee shall pay to the Company and/or its Subsidiaries any amount of Tax-Related Items that the Company and/or its Subsidiaries may be required to withhold or account for as a result of the Grantee's participation in the Plan that cannot be are not satisfied by the means previously described. The Company may refuse to issue and or deliver shares the Shares or the proceeds of Stock in payment the sale of any earned and vested Units Shares, if the Grantee fails to comply with the Grantee's obligations in connection with the Tax-Related Items. By accepting this grant of Performance Share Units, the Grantee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its subsidiaries as described set forth hereunder, including the withholding of Shares and the withholding from the Grantee's wages/salary or other amounts payable to the Grantee. All other Tax- Related Items related to the Performance Share Units and any Shares delivered in this Section 4. satisfaction thereof are the Grantee's sole responsibility. View More
Withholding. (a) Regardless of any action the Company Company, any of its Subsidiaries and/or the Grantee's employer takes with respect to any or all income tax, social insurance, payroll tax tax, payment on account or other tax-related withholding items related to the Grantee's participation in the Plan and legally applicable to the Grantee ("Tax-Related Items"), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee's responsibility and... may exceed the amount actually withheld by the Company or any of its affiliates. The Grantee further acknowledges that the Company and/or its Subsidiaries (i) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including Performance Share Units, including, but not limited to, the grant or vesting of the Units or Performance Share Units, the delivery of Shares, the subsequent sale of shares Shares acquired pursuant to such delivery and the receipt of Stock acquired upon vesting; any dividends and/or dividend equivalents; and (ii) does do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award award to reduce or eliminate the Grantee's liability for Tax-Related Items. (b) Items or achieve any particular tax result. Further, if the Grantee becomes subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee acknowledges that the Company and/or its Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to vesting of the Units, any relevant taxable or tax withholding event, as applicable, the Grantee shall will pay or make adequate arrangements satisfactory to the Company and/or its Subsidiaries to satisfy all withholding obligations of the Company. Tax-Related Items. In this regard, the Grantee authorizes the Company and/or its Subsidiaries, 4 or their respective agents, at their discretion, to withhold satisfy the obligations with regard to all applicable Tax-Related Items legally payable by one or a combination of the Grantee following: (a)withholding from the Grantee's wages or other cash compensation paid to the Grantee by the Company and/or its Subsidiaries; or (b) withholding from proceeds of the Shares acquired following settlement either through a voluntary sale of the shares of Stock. Alternatively, or in addition, to the extent permissible under applicable law, through a mandatory sale arranged by the Company (on the Grantee's behalf pursuant to this authorization); or (c) withholding in Shares to be delivered upon settlement. To avoid negative accounting treatment, the Company and/or its Subsidiaries may (i) sell withhold or arrange account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the sale of shares of Stock that the Grantee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold Items is satisfied by withholding in shares Shares, for tax purposes, the Grantee is deemed to have been issued the full number of Stock, provided Shares attributable to the awarded Performance Share Units, notwithstanding that a number of Shares are held back solely for the Company only withholds purpose of paying the amount Tax-Related Items due as a result of shares any aspect of Stock necessary to satisfy the minimum withholding amount. Grantee's participation in the Plan. Finally, the Grantee shall pay to the Company and/or its Subsidiaries any amount of Tax-Related Items that the Company and/or its Subsidiaries may be required to withhold or account for as a result of the Grantee's participation in the Plan that cannot be are not satisfied by the means previously described. The Company may refuse to issue and or deliver shares the Shares or the proceeds of Stock in payment the sale of any earned and vested Units Shares, if the Grantee fails to comply with the Grantee's obligations in connection with the Tax-Related Items. By accepting this grant of Performance Share Units, the Grantee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its subsidiaries as described set forth hereunder, including the withholding of Shares and the withholding from the Grantee's wages/salary or other amounts payable to the Grantee. All other Tax- Related Items related to the Performance Share Units and any Shares delivered in this Section 4. satisfaction thereof are the Grantee's sole responsibility. View More
Withholding. (a) Regardless of any action the Company Company, any of its Subsidiaries and/or the Grantee's employer takes with respect to any or all income tax, social insurance, payroll tax tax, payment on account or other tax-related withholding items related to the Grantee's participation in the Plan and legally applicable to the Grantee ("Tax-Related Items"), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee's responsibility and... may exceed the amount actually withheld by the Company or any of its affiliates. The Grantee further acknowledges that the Company and/or its Subsidiaries (i) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including Performance Share Units, including, but not limited to, the grant or vesting of the Units or Performance Share Units, the delivery of Shares, the subsequent sale of shares Shares acquired pursuant to such delivery and the receipt of Stock acquired upon vesting; any dividends and/or dividend equivalents; and (ii) does do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award award to reduce or eliminate the Grantee's liability for Tax-Related Items. (b) Items or achieve any particular tax result. Further, if the Grantee becomes subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee acknowledges that the Company and/or its Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction. 4 Prior to vesting of the Units, any relevant taxable or tax withholding event, as applicable, the Grantee shall will pay or make adequate arrangements satisfactory to the Company and/or its Subsidiaries to satisfy all withholding obligations of the Company. Tax-Related Items. In this regard, the Grantee authorizes the Company and/or its Subsidiaries, or their respective agents, at their discretion, to withhold satisfy the obligations with regard to all applicable Tax-Related Items legally payable by one or a combination of the Grantee following: (a)withholding from the Grantee's wages or other cash compensation paid to the Grantee by the Company and/or its Subsidiaries; or (b) withholding from proceeds of the Shares acquired following settlement either through a voluntary sale of the shares of Stock. Alternatively, or in addition, to the extent permissible under applicable law, through a mandatory sale arranged by the Company (on the Grantee's behalf pursuant to this authorization); or (c) withholding in Shares to be delivered upon settlement. To avoid negative accounting treatment, the Company and/or its Subsidiaries may (i) sell withhold or arrange account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the sale of shares of Stock that the Grantee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold Items is satisfied by withholding in shares Shares, for tax purposes, the Grantee is deemed to have been issued the full number of Stock, provided Shares attributable to the awarded Performance Share Units, notwithstanding that a number of Shares are held back solely for the Company only withholds purpose of paying the amount Tax-Related Items due as a result of shares any aspect of Stock necessary to satisfy the minimum withholding amount. Grantee's participation in the Plan. Finally, the Grantee shall pay to the Company and/or its Subsidiaries any amount of Tax-Related Items that the Company and/or its Subsidiaries may be required to withhold or account for as a result of the Grantee's participation in the Plan that cannot be are not satisfied by the means previously described. The Company may refuse to issue and or deliver shares the Shares or the proceeds of Stock in payment the sale of any earned and vested Units Shares, if the Grantee fails to comply with the Grantee's obligations in connection with the Tax-Related Items. By accepting this grant of Performance Share Units, the Grantee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its subsidiaries as described set forth hereunder, including the withholding of Shares and the withholding from the Grantee's wages/salary or other amounts payable to the Grantee. All other Tax- Related Items related to the Performance Share Units and any Shares delivered in this Section 4. satisfaction thereof are the Grantee's sole responsibility. View More
