3Withholding Clause Samples
The 3Withholding clause establishes the right of one party to withhold payments or performance under certain conditions, typically when the other party has failed to meet specific obligations. In practice, this clause may allow a party to delay payment if goods or services are not delivered as agreed, or if there are outstanding breaches of contract. Its core function is to provide leverage and protection, ensuring that parties fulfill their contractual duties before receiving full compensation or benefits.
3Withholding. Notwithstanding anything in this Agreement to the contrary, Purchaser shall be entitled to deduct and withhold, or cause to be deducted and withheld, from any amounts otherwise payable pursuant to this Agreement to any Person such amounts as Purchaser is required to deduct and withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder, or any provision of state, local or foreign law relating to Taxes; provided that upon becoming aware of any such deduction or withholding obligation, Purchaser shall promptly provide notice of such withholding (and in any event at least five (5) Business Days prior to any such deduction or withholding) to the Person in respect of whom such amounts are intended to be deducted or withheld and shall cooperate with the relevant parties in good faith to eliminate or reduce any such required deduction or withholding. To the extent that the amounts are so withheld and paid over to the proper Tax authorities, such amounts shall be treated for all purposes as having been made to the Person in respect of which such deduction and withholding was made.
3Withholding. If the Company, in its discretion, determines that it is obligated to withhold any tax in connection with the settlement of the PSUs, the Participant must make arrangements satisfactory to the Company to pay or provide for any applicable federal, state and local withholding obligations of the Company. The Participant may satisfy any federal, state or local tax withholding obligation relating to the settlement of the PSUs by any of the following means or by a combination of such means:
(a) tendering a cash payment;
(b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result of the settlement of the PSUs; provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law; or
(c) delivering to the Company previously owned and unencumbered shares of Common Stock. In addition, The Company has the right to withhold taxes from any compensation paid to a Participant.
3Withholding. Buyer, the Company and their respective Affiliates shall be entitled to deduct and withhold (without duplication) from any and all payments made under this Agreement such amounts that are required to be deducted and withheld with respect to the making of such payments under the Code or under any provisions of state, local or foreign Tax Law; provided, that, except with respect to payments in the nature of compensation to be made to current or former directors, officers, employees and consultants, each of Buyer, the Company, and their respective Affiliates, as applicable, shall provide the applicable payee with a written notice of such party’s intention to withhold at least five (5) Business Days prior to any such withholding, and each of the applicable parties shall use commercially reasonable efforts to minimize any such Taxes (including by providing sufficient opportunity for the applicable payee to provide any relevant forms or other documentation). To the extent that such amounts are so withheld and timely paid over to the proper Taxing Authority, such withheld and deducted amounts will be treated for all purposes of this Agreement as having been paid to the recipient in respect of which such deduction or withholding was made.
3Withholding. Each of Buyer, each Acquired Company, the Paying Agent, the Escrow Agent, and any other applicable withholding agent shall be entitled to deduct and withhold (without duplication) from any and all payments made under this Agreement such amounts that are required to be deducted and withheld with respect to the making of such payments under the Code or under any applicable Law; provided, however, that, except in connection with payments in respect of In-the-Money Stock Options, RSUs and PSUs or any other compensatory amounts, Buyer shall use commercially reasonable efforts to provide the Stockholder Representative with a written notice of Buyer’s intention to withhold from any amount payable by Buyer under this Agreement at least five (5) Business Days prior to any such withholding, and Buyer shall reasonably cooperate with the Stockholder Representative to minimize any such withholding. To the extent that such amounts are so withheld and timely paid over to the proper Governmental Body, such withheld and deducted amounts will be treated for all purposes of this Agreement as having been paid to the recipient in respect of which such deduction or withholding was made.
3Withholding. Buyer and its Affiliates will be entitled to deduct and withhold (or cause to be deducted and withheld) from any amounts payable pursuant to this Agreement, such amounts as they are required to deduct and withhold with respect to the making of any such payment under the Code or any applicable provision of applicable Tax Law; provided, however, that as long as the IRS Form W-9 set forth in Section 2.2(a)(iii) is delivered with respect to each Seller, then no deduction or withholding shall occur on the cash payments made to the Sellers pursuant to Section 2.2(b)(i)(A) or Section 3.3. To the extent that amounts are so deducted and withheld in accordance with the terms of this Section 2.3, such deducted and withheld amounts are to be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made, and Buyer shall, and shall cause its Affiliates, to timely remit to the appropriate Governmental Authority in accordance applicable Tax Law such deducted and withheld amounts.
3Withholding. The Parties shall be entitled to deduct and withhold from any payments under this Agreement the amounts such Parties are required to deduct and withhold under any provision of applicable Law; provided, however, that no such deduction or withholding may be made so long as Seller delivers a valid IRS Form W-9; provided, further, that the foregoing proviso shall not apply to any payment that is treated as compensation. Any Taxes deducted or withheld from any payments pursuant this Section 2.3 shall be remitted to the applicable Governmental Authority and shall be treated for all purposes of this Agreement as having been paid to the Party in respect of whom such deduction and withholding was made. The Party making any such deduction or withholding shall furnish to the other Party official receipts, to the extent provided (or copies thereof) evidencing the payment of any such Taxes. Notwithstanding anything to the contrary in this Agreement, all compensatory amounts subject to payroll reporting and withholding payable pursuant to or as contemplated by this Agreement shall be payable through the payroll process of the Company Entities following the Closing (or any third party payroll agent) in accordance with applicable payroll procedures. 5
3Withholding. Progress payments shall be deemed advances and are subject to adjustment at any time prior to final payment for money owing to Contractor. Contractor may withhold monthly progress payments from Subcontractor, in whole or in part, to protect Contractor and/or Owner from costs, expenses or losses related to or arising out of, but not limited to:
3Withholding. The Company or any Subsidiary or Affiliate is authorized to withhold from any Award granted or payment due under the Plan the amount of all federal, state, local and non-United States taxes due in respect of such Award or payment and take any such other action as may be necessary or appropriate, as determined by the Committee, to satisfy all obligations for the payment of such taxes. No later than the date as of which an amount first becomes includible in the gross income or wages of a Participant for federal, state, local and non-United States tax purposes with respect to any Award, such Participant shall pay to the Company, or make arrangements satisfactory to the Committee regarding the payment of, any federal, state, local, or non-United States taxes or social security (or similar) contributions of any kind required by law to be withheld with respect to such amount, in accordance with Sections 17.1 and 17.2 of the Plan.