Required Tax Withholding. The Buyer Parties shall be entitled to deduct and withhold from the Purchase Price otherwise payable to Seller or any of its Subsidiaries pursuant to this Agreement such amounts as the Buyer Parties are required to deduct and withhold with respect to the making of such payment under the Code or any other provision of federal, state, local or foreign tax Law; provided that the Buyer Parties shall not deduct or withhold any amounts from the Purchase Price (a) pursuant to Section 1445 of the Code, if Seller (or any applicable Subsidiary of Seller) has provided either (i) a certificate of non-foreign status executed by a duly authorized Representative of Seller or such Subsidiary, sworn under penalty of perjury and in form and substance required under the Treasury Regulations under Section 1445 of the Code, to the effect that withholding under Section 1445 of the Code is not required in connection with the acquisition of the Transferred Assets and Transferred Subsidiary Assets by the Buyer Parties or Buyer Designees, as applicable, or (ii) a withholding certificate issued by the IRS pursuant to Treasury Regulations Section 1.1445-3 that is reasonably satisfactory to the Buyer Parties stating that such amounts are not required to be withheld; or (b) pursuant to any other Law, without having provided to Seller or its applicable Subsidiary written notice of its intention to withhold and the basis for such withholding fifteen (15) days prior to the Initial Closing. To the extent that amounts are withheld by the Buyer Parties or Buyer Designees, such withheld amounts (x) shall be remitted promptly and in accordance with applicable Law by the Buyer Parties or Buyer Designees to the applicable Governmental Authority, and (y) shall be treated for all purposes of this Agreement as having been paid to Seller or its applicable Subsidiary in respect of which such deduction and withholding was made by the Buyer Parties or Buyer Designees and shall be deemed part of the Purchase Price. The Buyer Parties shall promptly provide to Seller or its applicable Subsidiary written evidence reasonably satisfactory to Seller or its applicable Subsidiary of any such remittance.
Required Tax Withholding. Participating Class Members’ shares of applicable federal, state, or local payroll taxes, including those collected/paid under authority of the Federal Insurance Contributions Act, Federal Unemployment Tax Act, and/or State Unemployment Tax Act, attributable to Participating Class Members’ Individual Settlement Shares that constitute wages. Required Tax Withholding amounts shall be determined by the Settlement Administrator and will be paid out of the Qualified Settlement Fund.
Required Tax Withholding. As is indicated elsewhere in this Agreement, at the time of the purchase of any Common Shares pursuant to the exercise of this Option, the HR Department shall ensure that the amount of all federal, state, local, and other taxes which the HR Department determines in good faith must be withheld in connection with the exercise of this Option are paid to the applicable governmental agencies by requiring that this Option is exercised either by a cash payment made by you (or, in the event of your death, such other party who is exercising this Option) or through a cashless exercise.
Required Tax Withholding. 3.1.1 Partnership shall be entitled to deduct and withhold from the consideration otherwise payable to any Member or EOC Beneficial Owner pursuant to this Agreement such amounts as Partnership is required to deduct and withhold with respect to the making of such payment under the Code or any other provision of federal, state, local or foreign Tax Law; provided, however, that no amount shall be withheld from the consideration otherwise payable to a Member or EOC Beneficial Owner pursuant to this Agreement, except (a) to the extent that Partnership has previously been notified by a Member or EOC Beneficial Owner (as provided in Section 3.1.3 below) that any such withholding is required, or (b) Partnership has reasonably determined that such withholding is required by applicable Law; and provided further that if Partnership (or any of its Affiliates) intends to withhold any amount based on a reasonable determination pursuant to clause (b) of the immediately preceding proviso, Partnership shall provide reasonable advance written notice to the relevant Member or EOC Beneficial Owner of Partnership’s intent to so withhold and a summary of the rationale for such withholding. To the extent that amounts are withheld by Partnership, such withheld amounts (1) shall be remitted promptly and in accordance with applicable Law by Partnership to the applicable Governmental Authority, and (2) shall be treated for all purposes of this Agreement as having been paid to the relevant Member or EOC Beneficial Owner in respect of which such deduction and withholding was made by Partnership and shall be deemed part of the EOP Per Unit Consideration or EOC Per Unit Consideration, as applicable. Partnership shall promptly provide to the relevant Member or EOC Beneficial Owner written evidence reasonably satisfactory to the Member or EOC Beneficial Owner of any such remittance.
