Withholding Action definition

Withholding Action has the meaning set forth in Section 11.8.

Withholding Action by a Party means (i) a permitted assignment or sublicense of this Agreement (in whole or in part) by such Party to an Affiliate or a Third Party outside of the United States; (ii) the exercise by such Party of its rights under this Agreement (in whole or in part) through an Affiliate or Third Party outside of the United States (or the direct exercise of such rights by an Affiliate of such Party outside of the United States); (iii) a redomiciliation of such Party, an assignee or a successor to a jurisdiction outside the United States; and (iv) any action by such Party that causes this Agreement or any payment contemplated by this Agreement to become subject to Tax in a jurisdiction outside of the United States or subject any payment contemplated by this Agreement to withholding in any jurisdiction that would not have been required absent such Withholding Action.

Withholding Action means (i) a permitted assignment under this Agreement (in whole or in part) by a Purchaser to an Affiliate or Third Party that is tax resident in a country other than the United States; and (ii) a change of tax residency of a Purchaser to a country other than the United States.

Examples of Withholding Action in a sentence

• Notwithstanding the foregoing, GSK shall assume the responsibility for, and increase the amount payable hereunder such that Surface receives the amount it would have received but for, any Incremental Withholding (as defined below) in the event that such Incremental Withholding arises as a result of any Withholding Action by or on behalf of GSK.

• Notwithstanding the above, Roche Basel shall only pay an additional amount to the extent BPM did not receive a tax credit or refund for the taxes withheld on any payments made by Roche Basel as a consequence of such Withholding Action.

• If as a result of a Withholding Action by Radius (including any assignee or successor) the amount of withholding under the Law of the applicable jurisdiction exceeds the amount of such withholding that would have been required in the absence of such Withholding Action by Radius, Licensee shall not be required to pay any additional amount to Radius and any additional amount shall be paid to the proper tax authority according to Section 7.5(e)(i).

• Notwithstanding the foregoing, if withholding is required under applicable Laws and such withholding payments result from a Withholding Action by Q32 or its Affiliates then Q32 shall pay an additional amount to Horizon such that, after withholding from the payments provided for in this Agreement and such additional amount, Horizon receives the same after-withholding amount as it would have received from Q32 absent such deduction or withholding and such additional amount.

• Notwithstanding the foregoing, if withholding is required under applicable Laws and such withholding payments result from a Withholding Action by Purchaser or its affiliates then Purchaser shall pay an additional amount to Seller such that, after withholding from the payments provided for in this Agreement and such additional amount, Seller receives the same after-withholding amount as it would have received from Purchaser absent such deduction or withholding and such additional amount.

More Definitions of Withholding Action

Withholding Action by a Party means (i) a permitted assignment or sublicense of this Agreement (in whole or in part) by such Party to any Person outside of the United States; (ii) the exercise by such Party of its rights under this Agreement (in whole or in part) through any Person outside of the United States (or the direct exercise of such rights by an Affiliate of such Party outside of the United States); (iii) a redomiciliation of such Party, an assignee or a successor to a jurisdiction outside the United States; or (iv) any action by such Party that causes this Agreement or any payment made under this Agreement to become subject to Tax in a jurisdiction outside of the United States or subject any payments made under this Agreement to withholding in any jurisdiction that would not have been required absent such Withholding Action.

Withholding Action by a party means (i) a permitted assignment or sublicense of this Agreement (in whole or in part) by such party to an Affiliate or a Third Party in a different jurisdiction; (ii) the exercise by such party of its rights under this Agreement (in whole or in part) through an Affiliate or Third Party in a different jurisdiction (or the direct exercise of such rights by an Affiliate of such party outside of the applicable jurisdiction); (iii) a redomiciliation of such party, an assignee or a successor to a jurisdiction outside of the applicable jurisdiction; and (iv) any action taken after the date of this Agreement by such party that causes this Agreement or any payment contemplated by this Agreement to become subject to tax (including by virtue of withholding or deduction) in any additional jurisdictions after the date of this Agreement.

Withholding Action has the meaning set forth in Section 8.11(c). ARTICLE 2GOVERNANCE

Withholding Action by a Party means (i) a permitted assignment or sublicense of this Agreement (in whole or in part) by such Party to an Affiliate or a Third Party outside of the United States; (ii) the exercise by such Party of its rights under this Agreement (in whole or in part) through an Affiliate or Third Party outside of the United States (or the direct exercise of such rights by an Affiliate of such Party outside of the United States); (iii) a redomiciliation of such Party, an assignee or a successor to a jurisdiction outside the United States; and (iv) any action taken after the Effective Date by such Party that causes this Agreement or any payment contemplated by this Agreement to become subject to tax (including by virtue of withholding or deduction) in any additional jurisdictions after the Effective Date.

Withholding Action is defined in ‎Section 6.16(b).

Withholding Action means (i) a permitted assignment of this Agreement (in whole or in part) by the Payer to an Affiliate or a Third Party resident in a different jurisdiction; (ii) a redomiciliation of such party, an assignee or a successor to a jurisdiction other than Ireland or Israel; and (iii) any action taken after the date of this Agreement by the Payer (other than at the request of the Company and other than actions required by applicable law) that causes the representation in ‎Section 4.2(i) to be inaccurate (disregarding for this purpose the reference to “as of the date hereof”).

Withholding Action means (a) a permitted assignment of this Agreement (in whole or in part) by Q32 to any Person outside of the United States or Ireland; (b) the exercise by Q32 of its rights under this Agreement (in whole or in part) through any Person outside of the United States or Ireland (or the direct exercise of such rights by an Affiliate of such party outside of the United States or Ireland); and (c) a redomiciliation of Q32, an assignee or a successor to a jurisdiction outside the United States or Ireland.