Common use of Withholding and Taxes Clause in Contracts

Withholding and Taxes. No later than the date as of which an amount first becomes includible in the gross income of the Recipient for income tax purposes or subject to the Federal Insurance Contributions Act withholding with respect to the LTIP Units granted hereunder, the Recipient will pay to the Company or, if appropriate, any of its subsidiaries, or make arrangements satisfactory to the Administrator regarding payment of, any United States federal, state or local or foreign taxes of any kind required by law to be withheld with respect to such amount. The Company may cause the required minimum tax withholding obligation to be satisfied, in whole or in part, by withholding from LTIP Units granted to the Recipient with an aggregate value that would satisfy the withholding amount due. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company and its subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Recipient. BY SIGNING THIS AGREEMENT, THE RECIPIENT REPRESENTS THAT HE OR SHE HAS REVIEWED WITH HIS OR HER OWN TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT HE OR SHE IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. THE RECIPIENT UNDERSTANDS AND AGREES THAT HE OR SHE (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Withholding and Taxes. No later than the date as of which an amount first becomes includible in the gross income of the Recipient for income tax purposes or subject to the Federal Insurance Contributions Act withholding with respect to the Restricted LTIP Units granted hereunder, the Recipient will pay to the Company or, if appropriate, any of its subsidiaries, or make arrangements satisfactory to the Administrator regarding payment of, any United States federal, state or local or foreign taxes of any kind required by law to be withheld with respect to such amount. The Company may cause the required minimum tax withholding obligation to be satisfied, in whole or in part, by withholding from Restricted LTIP Units granted to the Recipient with an aggregate value that would satisfy the withholding amount due. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company and its subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Recipient. BY SIGNING THIS AGREEMENT, THE RECIPIENT REPRESENTS THAT HE OR SHE HAS REVIEWED WITH HIS OR HER OWN TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT HE OR SHE IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. THE RECIPIENT UNDERSTANDS AND AGREES THAT HE OR SHE (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Withholding and Taxes. No later than the date as of which an amount first becomes includible in the your gross income of the Recipient for income tax purposes or subject to the Federal Insurance Contributions Act withholding with respect to the LTIP Units granted hereunder, the Recipient you will pay to the Company or, if appropriate, any of its subsidiariesCompany, or make arrangements satisfactory to the Administrator Committee regarding payment of, any United States federal, state or local or foreign taxes of any kind required by law to be withheld with respect to such amount. The Company may cause the required minimum tax withholding obligation to be satisfied, in whole or in part, by withholding from LTIP Units granted to the Recipient you with an aggregate value that would satisfy the withholding amount duedue subject to the terms of the Plan. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company and its subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Recipientyou. BY SIGNING THIS AGREEMENT, THE RECIPIENT REPRESENTS YOU REPRESENT THAT HE OR SHE HAS YOU HAVE REVIEWED WITH HIS OR HER OWN YOUR TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT HE OR SHE IS YOU ARE RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. THE RECIPIENT UNDERSTANDS YOU UNDERSTAND AND AGREES AGREE THAT HE OR SHE YOU (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Withholding and Taxes. No later than the date as of which an amount first becomes includible in the gross income of the Recipient for income tax purposes or subject to the Federal Insurance Contributions Act withholding with respect to the LTIP Units granted hereunder, the Recipient will pay to the Company or, if appropriate, any of its subsidiaries, or make arrangements satisfactory to the Administrator regarding payment of, any United States federal, state or local or foreign taxes of any kind required by law to be withheld with respect to such amount. The Company may cause the required minimum tax withholding obligation to be satisfied, in whole or in part, by withholding from LTIP Units granted to the Recipient with an aggregate value that would satisfy the withholding amount due. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company and its subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Recipient. BY SIGNING THIS AGREEMENT, THE RECIPIENT REPRESENTS THAT HE OR SHE HAS REVIEWED WITH HIS OR HER OWN TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT HE OR SHE IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. THE RECIPIENT UNDERSTANDS AND AGREES THAT HE OR SHE (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.. Exhibit 10.27

Withholding and Taxes. No Executive understands and agrees that payments made under this Agreement will be subject to required taxes and customary withholdings and shall be paid on the later than of the date Retirement Date or Effective Date, by wire transfer of immediately available funds to an account designated by Executive. Except as set forth below, Executive assumes full responsibility to state and federal taxing authorities for any tax consequences, including interest and penalties, regarding employee or income taxes arising out of which an amount first becomes includible the payments to him set forth in this Agreement and agrees to indemnify Atmos Energy, its officers, directors, employees, subsidiary companies, successors, assigns, representatives and agents for any and all investigations or liabilities imposed by any taxing authority due to Executive’s failure to properly report and pay any such taxes when due. Atmos Energy agrees to indemnify Executive in the gross income event it shall be determined that any payment, distribution, or benefits of any type by Atmos Energy to or for the Recipient for income tax purposes benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Total Payments"), is subject to the Federal Insurance Contributions Act withholding with respect to tax imposed by Section 409A of the LTIP Units granted hereunderInternal Revenue Code of 1986, as amended (the Recipient will pay to the Company or, if appropriate, "Code") or any of its subsidiaries, interest or make arrangements satisfactory to the Administrator regarding payment of, any United States federal, state or local or foreign taxes of any kind required by law to be withheld penalties with respect to such amounttax (such tax, together with any such interest and penalties, are collectively referred to as the "409A Tax"), then Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by Executive of all taxes (including additional taxes under said Section 409A, and any interest and penalties imposed with respect to any such taxes) imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the 409A Tax imposed upon the Total Payments. The Company may cause shall pay the Gross-Up Payment to Executive at least ten (10) business days prior to the due date of any applicable tax return required minimum tax withholding obligation to be satisfied, in whole or in part, filed by withholding from LTIP Units granted Executive and relating to the Recipient with an aggregate value that would satisfy Total Payments or the withholding amount due. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company and its subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Recipient. BY SIGNING THIS AGREEMENT, THE RECIPIENT REPRESENTS THAT HE OR SHE HAS REVIEWED WITH HIS OR HER OWN TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT HE OR SHE IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. THE RECIPIENT UNDERSTANDS AND AGREES THAT HE OR SHE (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTGross-Up Payment.

Withholding and Taxes. No later than Anything to the date contrary notwithstanding, all payments required to be made by the Company hereunder to Xxxxxxx or his beneficiaries, including his estate, shall be subject to withholding and deductions as the Company may reasonably determine it should withhold or deduct pursuant to any applicable law or regulation. In lieu of which an amount first becomes includible withholding or deducting such amounts in whole or in part the gross income Company may, in its sole discretion, accept other provision for payment as permitted by law, provided it is satisfied in its sole discretion that all requirements of law affecting its responsibilities to withhold such taxes have been satisfied. In the Recipient event it shall be determined that any payments, distributions, or benefits of any type by the Company to or for income tax purposes the benefit of Xxxxxxx, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Total Payments”), would be subject to the Federal Insurance Contributions Act withholding with respect to excise tax imposed by Section 4999 of the LTIP Units granted hereunder, Internal Revenue Code (the Recipient will pay to the Company or, if appropriate, “Code”) or any of its subsidiaries, interest or make arrangements satisfactory to the Administrator regarding payment of, any United States federal, state or local or foreign taxes of any kind required by law to be withheld penalties with respect to such amountexcise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then Xxxxxxx shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Xxxxxxx of all taxes (including additional excise taxes under said Section 4999, and any interest and penalties imposed with respect to any taxes) imposed upon the Gross-Up Payment, Xxxxxxx retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments. Notwithstanding anything in this Agreement to the contrary, it is the intention of the parties that this Agreement comply with Section 409A of the Code and any regulations and other guidance issued thereunder, and this Agreement and. the payment of any benefits hereunder shall be operated and administered accordingly. Specifically, but not by limitation, Xxxxxxx agrees that if, at the time of termination of employment, the Company is considered to be publicly traded and he is considered to be a specified employee, as defined in Section 409A, then some or all of such payments to be made hereunder as a result of his termination of employment shall be deferred for no more than six (6) months following such termination of employment, if and to the extent the delay in such payment is necessary in order to comply with the requirements of Section 409A of the Code. Upon expiration of such six (6) month period (or, if earlier, his death), any payments so withheld hereunder from Xxxxxxx hereunder shall be distributed to Xxxxxxx, with a payment of interest thereon credited at a rate of prime plus 1 % (with such prime rate to be determined as of the actual payment date). With respect to any amount of expenses eligible for reimbursement that is required to be included in Xxxxxxx’x gross income for federal income tax purposes, such expenses shall be reimbursed to Xxxxxxx no later than December 31 of the year following the year in which Xxxxxxx incurs the related expenses. In no event shall the amount of expenses (or in-kind benefits) eligible for reimbursement in one taxable year affect the amount of expenses (or in-kind benefits) eligible for reimbursement in any other taxable year (except for those medical reimbursements referred to in Section 105(b) of the Internal Revenue Code of 1986), nor shall Xxxxxxx’x right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. If the benefits payable hereunder constitute deferred compensation within the meaning of Section 409A of the Code, then Xxxxxxx shall execute and deliver to the Company such release within 60 days following the receipt of the general release, or if later, immediately following the expiration of any revocation period required by law. Benefits that would have otherwise been payable during such 60-day period shall be accumulated and paid on the 60th day following Xxxxxxx’x termination, provided such release shall have been executed and such revocation periods shall have expired. If a bona fide dispute exists, then Xxxxxxx shall deliver a written notice of the nature of the dispute to the Company within 30 days following receipt of such general release. Benefits shall be deemed forfeited if the release (or a written notice of a bona fide dispute) is not executed and delivered to the Company within the time specified herein. Notwithstanding anything in this Agreement to the contrary, if any payment or benefit provided by the Company to or for the benefit of Xxxxxxx, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “409A Payment”) is subject to the tax imposed by Section 409A, including any interest or penalties incurred by Xxxxxxx with respect to such tax (such tax, interest and penalties are hereinafter collectively referred to as the “409A Tax”), then Xxxxxxx shall be entitled to receive an additional payment (a “409A Gross-Up Payment”) in an amount such that, after payment by Xxxxxxx of all taxes (and any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and 409A Tax imposed upon the 409A Gross-Up Payment, Xxxxxxx retains an amount of the 409A Gross-Up Payment equal to the 409A Tax imposed upon the 409A Payments. The 409A Gross-Up Payment shall be paid no later than the end of Xxxxxxx’x taxable year next following the taxable year in which the 409A Tax (and any income or other related taxes or interest or penalties thereon) on a 409A Payment are remitted to the Internal Revenue Service or any other applicable taxing authority. Notwithstanding any other provision of this Section 17, the Company may cause the required minimum tax withholding obligation to be satisfiedmay, in whole or in partits sole discretion, by withholding from LTIP Units granted withhold and pay over to the Recipient with an aggregate value that would satisfy Internal Revenue Service or any other applicable taxing authority, for the withholding amount duebenefit of Xxxxxxx, all or any portion of any 409A Gross-Up Payment, and Xxxxxxx hereby consents to such withholding. The obligations Termination of the Company employment, or words of similar import, used in this Agreement means, for purposes of any payments under this Agreement shall be conditional on such payment or arrangementsthat are payments of deferred compensation subject to Section 409A of the Code, “separation from service” as defined in Section 409A of the Code and the Company and its subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Recipient. BY SIGNING THIS AGREEMENT, THE RECIPIENT REPRESENTS THAT HE OR SHE HAS REVIEWED WITH HIS OR HER OWN TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT HE OR SHE IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. THE RECIPIENT UNDERSTANDS AND AGREES THAT HE OR SHE (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTregulations promulgated thereunder.

Withholding and Taxes. No later than (a) Anything to the date contrary notwithstanding, all payments required to be made by the Company hereunder to Xxxxxxx or his beneficiaries, including his estate, shall be subject to withholding and deductions as the Company may reasonably determine it should withhold or deduct pursuant to any applicable law or regulation. In lieu of which an amount first becomes includible withholding or deducting such amounts in whole or in part the gross income Company may, in its sole discretion, accept other provision for payment as permitted by law, provided it is satisfied in its sole discretion that all requirements of law affecting its responsibilities to withhold such taxes have been satisfied. In the Recipient event it shall be determined that any payments, distributions, or benefits of any type by the Company to or for income tax purposes the benefit of Xxxxxxx, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Total Payments”), would be subject to the Federal Insurance Contributions Act withholding with respect to excise tax imposed by Section 4999 of the LTIP Units granted hereunder, the Recipient will pay to the Company or, if appropriate, Code or any of its subsidiaries, interest or make arrangements satisfactory to the Administrator regarding payment of, any United States federal, state or local or foreign taxes of any kind required by law to be withheld penalties with respect to such amountexcise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then Xxxxxxx shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Xxxxxxx of all taxes (including additional excise taxes under said Section 4999, and any interest and penalties imposed with respect to any taxes) imposed upon the Gross-Up Payment, Xxxxxxx retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments. Notwithstanding anything in this Agreement to the contrary, it is the intention of the parties that this Agreement comply with Section 409A of the Code and any regulations and other guidance issued thereunder, and this Agreement and. the payment of any benefits hereunder shall be operated and administered accordingly. Specifically, but not by limitation, Xxxxxxx agrees that if, at the time of termination of employment, the Company is considered to be publicly traded and he is considered to be a specified employee, as defined in Section 409A, then some or all of such payments to be made hereunder as a result of his termination of employment shall be deferred for no more than six (6) months following such termination of employment, if and to the extent the delay in such payment is necessary in order to comply with the requirements of Section 409A of the Code. Upon expiration of such six (6) month period (or, if earlier, his death), any payments so withheld hereunder from Xxxxxxx hereunder shall be distributed to Xxxxxxx, with a payment of interest thereon credited at a rate of prime plus 1 % (with such prime rate to be determined as of the actual payment date). With respect to any amount of expenses eligible for reimbursement that is required to be included in Xxxxxxx’x gross income for federal income tax purposes, such expenses shall be reimbursed to Xxxxxxx no later than December 31 of the year following the year in which Xxxxxxx incurs the related expenses. In no event shall the amount of expenses (or in-kind benefits) eligible for reimbursement in one taxable year affect the amount of expenses (or in-kind benefits) eligible for reimbursement in any other taxable year (except for those medical reimbursements referred to in Section 105(b) of the Internal Revenue Code of 1986), nor shall Xxxxxxx’x right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. If the benefits payable hereunder constitute deferred compensation within the meaning of Section 409A of the Code, then Xxxxxxx shall execute and deliver to the Company such release within 60 days following the receipt of the general release, or if later, immediately following the expiration of any revocation period required by law. Benefits that would have otherwise been payable during such 60-day period shall be accumulated and paid on the 60th day following Xxxxxxx’x termination, provided such release shall have been executed and such revocation periods shall have expired. If a bona fide dispute exists, then Xxxxxxx shall deliver a written notice of the nature of the dispute to the Company within 30 days following receipt of such general release. Benefits shall be deemed forfeited if the release (or a written notice of a bona fide dispute) is not executed and delivered to the Company within the time specified herein. Notwithstanding anything in this Agreement to the contrary, if any payment or benefit provided by the Company to or for the benefit of Xxxxxxx, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “409A Payment”) is subject to the tax imposed by Section 409A, including any interest or penalties incurred by Xxxxxxx with respect to such tax (such tax, interest and penalties are hereinafter collectively referred to as the “409A Tax”), then Xxxxxxx shall be entitled to receive an additional payment (a “409A Gross-Up Payment”) in an amount such that, after payment by Xxxxxxx of all taxes (and any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and 409A Tax imposed upon the 409A Gross-Up Payment, Xxxxxxx retains an amount of the 409A Gross-Up Payment equal to the 409A Tax imposed upon the 409A Payments. The 409A Gross-Up Payment shall be paid no later than the end of Xxxxxxx’x taxable year next following the taxable year in which the 409A Tax (and any income or other related taxes or interest or penalties thereon) on a 409A Payment are remitted to the Internal Revenue Service or any other applicable taxing authority. Notwithstanding any other provision of this Section 17, the Company may cause the required minimum tax withholding obligation to be satisfiedmay, in whole or in partits sole discretion, by withholding from LTIP Units granted withhold and pay over to the Recipient with an aggregate value that would satisfy Internal Revenue Service or any other applicable taxing authority, for the withholding amount duebenefit of Xxxxxxx, all or any portion of any 409A Gross-Up Payment, and Xxxxxxx hereby consents to such withholding. The obligations Termination of the Company employment, or words of similar import, used in this Agreement means, for purposes of any payments under this Agreement shall be conditional on such payment or arrangementsthat are payments of deferred compensation subject to Section 409A of the Code, “separation from service” as defined in Section 409A of the Code and the Company and its subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Recipient. BY SIGNING THIS AGREEMENT, THE RECIPIENT REPRESENTS THAT HE OR SHE HAS REVIEWED WITH HIS OR HER OWN TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT HE OR SHE IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. THE RECIPIENT UNDERSTANDS AND AGREES THAT HE OR SHE (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTregulations promulgated thereunder.

Withholding and Taxes. No later than the date as of which an amount first becomes includible in the your gross income of the Recipient for income tax purposes or subject to the Federal Insurance Contributions Act withholding with respect to the LTIP Units granted hereunder, the Recipient you will pay to the Company or, if appropriate, any of its subsidiaries, or make arrangements satisfactory to the Administrator Committee regarding payment of, any United States federal, state or local or foreign taxes of any kind required by law to be withheld with respect to such amount. The Company may cause the required minimum tax withholding obligation to be satisfied, in whole or in part, by withholding from LTIP Units granted to the Recipient you with an aggregate value that would satisfy the withholding amount duedue subject to the terms of the Plan. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company and its subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Recipientyou. BY SIGNING THIS AGREEMENT, THE RECIPIENT REPRESENTS YOU REPRESENT THAT HE OR SHE HAS YOU HAVE REVIEWED WITH HIS OR HER OWN YOUR TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT HE OR SHE IS YOU ARE RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. THE RECIPIENT UNDERSTANDS YOU UNDERSTAND AND AGREES AGREE THAT HE OR SHE YOU (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.