Avoidance of Double Withholding Taxes Sample Clauses

Avoidance of Double Withholding Taxes. The Purchasers and the Sellers hereby agree to adopt the alternative procedure described in Section 5 of the Revenue Procedure 2004-53, 34 I.R.B. 320 as promulgated by the IRS with respect to wage reporting, and F.I.C.A., withholding and similar tax and other collections applicable to the Sellers employees. Sellers shall indemnify and hold Purchasers harmless from any taxes Purchasers incur as a result of Sellers failure to comply with any employment tax matters.
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Avoidance of Double Withholding Taxes. With respect to employment Tax matters (i) the Company shall prepare, file and furnish IRS Form W-2s with respect to Transferred Employees for all wages and other compensation Seller paid for both the portion of the year prior to and including the Closing Date and the portion of the year after the Closing Date; (ii) Seller and the Company shall agree to elect the “alternate procedure” for predecessors and successors with respect to each Transferred Employee pursuant to Section 5 of Revenue Procedure 2004-53, 34 I.R.B 320; and (iii) Seller and the Company shall work in good faith to adopt similar procedures under applicable wage payment, reporting (including IRS Forms 1094 and 1095) and withholding Laws for all Transferred Employees in all appropriate jurisdictions.
Sample 1
Avoidance of Double Withholding Taxes. With respect to employment Tax matters (i) Purchaser shall assume Seller's entire obligation to prepare, file and furnish IRS Form W-2s with respect to the Transferred Employees for the year including the Closing Date; (ii) Seller and Purchaser shall agree to elect the "predecessor-successor" basis with respect to each Transferred Employee pursuant to the alternative procedure prescribed by Section 5 of Revenue Procedure 2004-53, 34 I.R.B 320; and (iii) Seller and Purchaser shall work in good faith to adopt similar procedures under applicable wage payment, reporting and withholding Laws for all Transferred Employees in all appropriate jurisdictions. Seller shall indemnify and hold Purchaser harmless from any Taxes incurred by Purchaser as a result of assuming Seller's obligations to prepare and file IRS Form W-2s that result from Seller's failure to comply with appropriate employment Tax matters.
Sample 1
Avoidance of Double Withholding Taxes. With respect to employment Tax matters, (i) the Purchaser Parties shall assume all of the Seller Parties’ obligations to prepare, file and furnish IRS Form W-2s with respect to the Transferred Employees for the taxable year that includes the Closing Date; (ii) the Seller Parties and the Purchaser Parties shall elect the “predecessor-successor” basis with respect to each Transferred Employee pursuant to the alternative procedure prescribed by Section 5 of Revenue Procedure 2004-53, 2004-2 C.B. 320; and (iii) the Seller Parties and the Purchaser Parties shall work in good faith to adopt similar procedures under applicable wage payment, reporting and withholding Laws for all Transferred Employees in all appropriate jurisdictions.
Sample 1

Related to Avoidance of Double Withholding Taxes

  • Withholding Taxes The Company may withhold from any amounts payable under this Agreement such Federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

  • No withholding taxes All payments which each Borrower is liable to make under the Finance Documents to which it is a party may be made without deduction or withholding for or on account of any tax payable under any law of any Pertinent Jurisdiction.

  • Payment of Withholding Taxes Prior to any event in connection with the Award (e.g., vesting) that the Company determines may result in any tax withholding obligation, whether United States federal, state, local or non-U.S., including any social insurance, employment tax, payment on account or other tax-related obligation (the “Tax Withholding Obligation”), the Grantee must arrange for the satisfaction of the minimum amount of such Tax Withholding Obligation through:

  • Payroll and Withholding Taxes All payments to be made or benefits to be provided hereunder by the Company shall be subject to applicable federal and state payroll or withholding taxes. Any Gross-Up Payment shall be made in the form of withholding taxes and shall not be paid to the Executive, but shall be sent to the IRS in the ordinary course of the Company's payroll withholding.

  • Withholding; Tax Matters (a) The Participant acknowledges that the Corporation shall require the Participant to pay the Corporation in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by the Corporation to such authority for the account of the Participant, and the Participant agrees, as a condition to the grant of the Option and delivery of the Shares or any other benefit, to satisfy such obligations. Notwithstanding the foregoing, the Corporation may establish procedures to permit the Participant to satisfy such obligations in whole or in part, and any other local, state, federal, foreign or other income tax obligations relating to the Option, by electing (the “election”) to have the Corporation withhold shares of Common Stock from the Shares to which the Participant is entitled. The number of Shares to be withheld shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to (but not exceeding) the amount of such obligations being satisfied. Each election must be made in writing to the Administrator in accordance with election procedures established by the Administrator.

  • Withholding; Tax Payments (a) The General Partner may treat taxes paid by the Partnership on behalf of, all or less than all of the Partners, either as a distribution of cash to such Partners or as a general expense of the Partnership, as determined appropriate under the circumstances by the General Partner.

  • Withholding Tax To the extent required by any applicable law, the Administrative Agent may withhold from any interest payment to any Lender an amount equivalent to any applicable withholding tax. If the Internal Revenue Service or any authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstances that rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason), such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including penalties and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out of pocket expenses.

  • Withholding Taxes; Section 83(b) Election (a) The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the purchase of the Shares by the Participant or the lapse of the Purchase Option.

  • Payment of Withholding Tax Any required Withholding Tax may be paid in cash or with Common Stock in accordance with Sections 8.3.1 and 8.3.2.

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