Common use of Withholding; Certification of Non-Foreign Status Clause in Contracts

Withholding; Certification of Non-Foreign Status. (a) If the Corporation or the Company shall be required to withhold any amounts by reason of any federal, state, local or non-U.S. foreign tax rules or regulations in respect of any Exchange, the Corporation or the Company, as the case may be, shall be entitled to take such lawful action as it deems appropriate in order to ensure compliance with such withholding requirements, including, at its option, withholding shares of Class A Common Stock with a Fair Market Value equal to the minimum amount of any taxes that the Corporation or the Company, as the case may be, may be required to withhold with respect to such Exchange. To the extent that amounts are (or property is) so withheld and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the applicable Holder.

Appears in 6 contracts

Samples: Limited Liability Company Agreement (Alvarium Tiedemann Holdings, Inc.), Limited Liability Company Agreement (Figdor Drew), Limited Liability Company Agreement (Tiedemann Michael)

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Withholding; Certification of Non-Foreign Status. (a) If the Corporation RocketCo or the Company shall be required to withhold any amounts by reason of any federal, state, local or non-U.S. foreign tax rules or regulations in respect of any Exchange, the Corporation RocketCo or the Company, as the case may be, shall be entitled to take such lawful action as it deems appropriate in order to ensure compliance with such withholding requirements, including, at its option, withholding shares of Class A Common Stock with a Fair Market Value fair market value equal to the minimum amount of any taxes that the Corporation RocketCo or the Company, as the case may be, may be required to withhold with respect to such Exchange. To the extent that amounts are (or property is) so withheld and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the applicable Holder.

Appears in 5 contracts

Samples: Exchange Agreement (Rocket Companies, Inc.), Exchange Agreement (Rocket Companies, Inc.), Exchange Agreement (Rocket Companies, Inc.)

Withholding; Certification of Non-Foreign Status. (a) If the Corporation or the Company Yield LLC shall be required to withhold any amounts by reason of any federal, state, local or non-U.S. foreign tax rules or regulations in respect of any Exchange, the Corporation or the CompanyYield LLC, as the case may be, shall be entitled to take such lawful action as it deems appropriate in order to ensure compliance with such withholding requirements, including, without limitation, at its option, option withholding shares of Class A Common Stock or Class C Common Stock with a Fair Market Value fair market value equal to the minimum amount of any taxes that which the Corporation or the CompanyYield LLC, as the case may be, may be required to withhold with respect to such Exchange. To the extent that amounts are (or property isproperty) are so withheld and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the applicable Holderappropriate Yield LLC Unitholder.

Appears in 2 contracts

Samples: Joinder Agreement, Exchange Agreement (NRG Yield, Inc.)

Withholding; Certification of Non-Foreign Status. (a) If the Corporation or the Company PBF LLC shall be required to withhold any amounts by reason of any federalFederal, stateState, local or non-U.S. foreign tax rules or regulations in respect of any Exchange, the Corporation or the CompanyPBF LLC, as the case may be, shall be entitled to take such lawful action as it deems appropriate in order to ensure compliance with such withholding requirements, including, without limitation, at its option, option withholding shares of Class A Common Stock with a Fair Market Value fair market value equal to the minimum amount of any taxes that which the Corporation or the CompanyPBF LLC, as the case may be, may be required to withhold with respect to such Exchange. To the extent that amounts are (or property isproperty) are so withheld and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the applicable Holderappropriate PBF LLC Unitholder.

Appears in 2 contracts

Samples: Exchange Agreement (PBF Energy Inc.), Exchange Agreement (PBF Energy Inc.)

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Withholding; Certification of Non-Foreign Status. (a) If the Corporation or the Company Global LLC shall be required to withhold any amounts by reason of any federalFederal, stateState, local or non-U.S. foreign tax rules or regulations in respect of any Exchange, the Corporation or the CompanyGlobal LLC, as the case may be, shall be entitled to take such lawful action as it deems appropriate in order to ensure compliance with such withholding requirements, including, including at its option, option withholding shares of Class A Common Stock with a Fair Market Value fair market value equal to the minimum amount of any taxes that which the Corporation or the CompanyGlobal LLC, as the case may be, may be required to withhold with respect to such Exchange. To the extent that amounts are (or property isproperty) are so withheld and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the applicable Holderappropriate Global LLC Unitholder.

Appears in 2 contracts

Samples: Exchange Agreement (Terraform Global, Inc.), Exchange Agreement (Terraform Global, Inc.)

Withholding; Certification of Non-Foreign Status. (a) If the Corporation or the Company Yield LLC shall be required to withhold any amounts by reason of any federalFederal, stateState, local or non-U.S. foreign tax rules or regulations in respect of any Exchange, the Corporation or the CompanyYield LLC, as the case may be, shall be entitled to take such lawful action as it deems appropriate in order to ensure compliance with such withholding requirements, including, without limitation, at its option, option withholding shares of Class A Common Stock with a Fair Market Value fair market value equal to the minimum amount of any taxes that which the Corporation or the CompanyYield LLC, as the case may be, may be required to withhold with respect to such Exchange. To the extent that amounts are (or property isproperty) are so withheld and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the applicable Holderappropriate Yield LLC Unitholder.

Appears in 2 contracts

Samples: Exchange Agreement (NRG Yield, Inc.), Exchange Agreement (NRG Yield, Inc.)

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