7Withholding Clause Samples
The 'Withholding' clause establishes the right of one party, typically the payer, to withhold payment or performance under certain conditions. In practice, this clause may allow a client to delay payment if the other party fails to meet specified obligations, such as delivering goods or services to the agreed standard or timeline. Its core function is to provide leverage and protection, ensuring that parties fulfill their contractual duties before receiving full compensation, thereby reducing the risk of non-performance or breach.
7Withholding. The Contributor shall execute at Closing such certificates or affidavits reasonably necessary to document the inapplicability of any United States federal or state withholding provisions, including, without limitation, those referred to in Section 3.2.6. If the Contributor fails to provide such certificates or affidavits, the Operating Partnership may withhold a portion of any payments otherwise to be made to the Contributor as required by the Code or applicable state law.
7Withholding. Notwithstanding any other provision of this Agreement, the Company may withhold from amounts payable under this Agreement all federal, state, local and foreign taxes that are required to be withheld by applicable laws or regulations.
7Withholding. 1The Director agrees to cooperate with the Company to take all steps necessary or appropriate for the withholding of taxes by the Company required under law or regulation in connection herewith, and the Company may act unilaterally in order to comply with such laws. 8Variation
7Withholding. Buyer, PropCo, the Company and their agents, assigns and Affiliates (each, a “Payor”) will be entitled to deduct and withhold from the amounts payable under this Agreement and the Real Estate Purchase Agreement to Seller or any other Person such amounts as may be required to be deducted and withheld under the Code and any other applicable Tax Laws. If a Payor intends to withhold any such amounts (other than withholding with respect to payment of compensation to an employee for services or as a result of the failure by a Seller to comply with Section 1.4(e)(iii)), the applicable Payor shall promptly, upon becoming aware of such withholding obligation, notify Seller in writing of such intention to withhold. Furthermore, the applicable Payor shall provide a reasonable opportunity for Seller to provide forms, documents or other evidence that would mitigate or eliminate the amount of withholding Taxes and shall use commercially reasonable efforts to cooperate with Seller to mitigate or eliminate the amount of withholding Taxes to the maximum extent permitted by the Code or applicable Tax Law, including by executing and filing any forms or certificates reasonably required to claim an available reduced rate of, or exemption from, withholding Taxes. To the extent that amounts are so deducted and withheld by the applicable Payor, such deducted and withheld amounts (a) shall be remitted by the applicable Payor to the applicable Governmental Entity within the time and in the manner required by applicable Law and (b) shall 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.
7Withholding. The Company may deduct from any compensation payable to Executive (including payments made pursuant to this Article II or in connection with the termination of employment pursuant to Article III of this Agreement) amounts sufficient to cover Executive’s share of applicable federal, state and/or local income tax withholding, social security payments, state disability and other insurance premiums and payments.
7Withholding. Parent, its Affiliates, and the Company (as applicable) shall be entitled to deduct and withhold from the Milestone Payments or Covered Equity Award Milestone Payments (as applicable), such amounts, if any, as it is required to deduct and withhold with respect to the making of such payment or delivery under applicable Legal Requirement. To the extent that amounts of Tax are so deducted and withheld, such deducted and withheld amounts (a) shall be remitted to the applicable taxing authority within the time limits imposed by applicable Legal Requirement and (b) shall be treated for all purposes of this Agreement and the Merger Agreement as having been paid to the Person in respect of which such deduction and withholding was made.
7Withholding. Notwithstanding anything in this Agreement to the contrary, each of Buyer, the Company and their respective Affiliates is entitled to deduct and withhold (or cause to be deducted and withheld) from any amounts payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of any such payment under the Code or any applicable provision of state, local or foreign Tax Law for remittance to the applicable Governmental Authority; provided, however, with respect to any payment of the Purchase Price, Buyer shall provide reasonable notice to Seller or such other Person of its intent to so withhold and shall reasonably cooperate with and give the applicable Seller Party or such other Person an opportunity to mitigate such withholding. To the extent that amounts are so deducted and withheld and paid to the applicable Governmental Authority, 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. Notwithstanding anything to the contrary, any payments or portions thereof in connection with this Agreement that constitute wages or compensation to any service provider of the Company shall be funded to the Company for payment in accordance with the Company’s customary payroll practices and shall be subject to withholding and deduction therefrom for any payroll, employment or other Taxes with respect thereto.
7Withholding. Buyer (and any agent or Affiliate of Buyer) shall be entitled to deduct and withhold from the amounts payable pursuant to this Agreement to Seller all amounts that such Person is required to deduct and withhold under any Legal Requirement; provided, however, that the Parties shall use commercially reasonable efforts to reduce and minimize any such withholding or deduction, or to obtain, at Seller’s cost, a refund of previously withheld amounts, to the maximum extent permitted by Legal Requirements; provided, further, that Buyer shall not be required to submit any confidential information of Buyer in connection with any of the foregoing activities. Amounts so deducted and withheld under this Section 2.7 shall be treated for all purposes of this Agreement as having been delivered and paid to Seller under this Agreement. Buyer shall promptly remit any amounts withheld and deducted on account of taxes to the appropriate taxing authority.