Withholding Tax. The amounts payable pursuant to this Agreement shall not be reduced on account of any Taxes unless required by applicable Law. Takeda shall deduct and withhold from its payments any Taxes that it is required by applicable Law to deduct or withhold. Prior to making any deduction or withholding in respect of Taxes from any payment under this Agreement, Takeda shall # timely provide a prior written notice to Poseida of the amounts subject to deduction or withholding, and the legal basis therefore # inform Poseida in writing of any the forms, certificates or other items that are necessary in order to reduce or eliminate such deduction or withholding; and # provide to Poseida a reasonable opportunity to furnish such forms, certificates or other items that would reduce or eliminate such deduction or withholding. In such case Takeda shall apply the reduced rate of withholding, or not withhold, as the case may be; provided that Takeda is in receipt of evidence, in a form reasonably satisfactory to Takeda, for example Poseida’s delivery of all applicable documentation, at least […​…] weeks prior to the time that the payments are due. If, in accordance with the foregoing, there is no applicable Tax treaty, or the applicable Tax treaty reduces but does not eliminate the required withholding for Taxes, then, except as otherwise provided in [Section 6.12(d)], Takeda shall # withhold the amount required by Law from any payment due to Poseida under this Agreement and pay to Poseida the balance when due, # timely pay such amount to the proper taxing authority, and # promptly send to Poseida the best available evidence of such payment, including official receipts.

. The Employer shall have the right to deduct from all payments or Deferrals made under the Plan any tax required by law to be withheld. If the Employer concludes that tax is owing with respect to any Deferral or payment hereunder, the Employer shall withhold such amounts from any payments due the Participant or his Beneficiary, as permitted by law, or otherwise make appropriate arrangements with the Participant or his Beneficiary for satisfaction of such obligation. Tax, for purposes of this section, means any federal, state, local, foreign or any other governmental income tax, employment or payroll tax, excise tax, or any other tax or assessment owing with respect to amounts deferred, any earnings thereon, and any payments made to Participants or Beneficiaries under the Plan.

Tax Withholding. The Company or an Affiliate, as applicable, shall have the power and the right to deduct, withhold or collect any amount required by law or regulation to be withheld with respect to any taxable event arising with respect to an Award granted under the Equity LTI Plan.

Tax Withholding. Participation in the Plan is subject to any minimum required tax withholding on income of the Participant in connection with the Plan. Each Participant agrees, by entering the Plan, that the Company and its Subsidiaries shall have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant, including shares issuable under the Plan.

Prior to the delivery of any Shares or cash pursuant to an Award (or the exercise thereof), or at such other time as the Tax Obligations are due, the Company, in accordance with the Code and any Applicable Laws, shall have the power and the right to deduct or withhold, or require a Grantee to remit to the Company, an amount sufficient to satisfy all Tax Obligations. The Administrator may condition such delivery, payment, or other event pursuant to an Award on the payment by the Grantee of any such Tax Obligations.

Tax Withholding. The provisions of [Section 15(d)] of the Plan are incorporated herein by reference and made a part hereof.

Tax Withholding. Pursuant to such procedures as the Administrator may specify from time to time, the applicable Service Recipient(s) will withhold the amount required to be withheld for the payment of Tax Obligations (the “Withholding Obligations”). The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Withholding Obligations, in whole or in part (without limitation), if permissible by applicable local law, by # paying cash, # having the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Net Share Withholding”), # withholding the amount of such Withholding Obligations from Participant’s wages or other cash compensation paid to Participant by the applicable Service Recipient(s), # delivering to the Company Shares that Participant owns and that have vested with a fair market value equal to the Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), or # selling a sufficient number of such Shares otherwise deliverable to Participant, through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Withholding Obligations (or such greater amount as 4816-7924-1951.3

. To the extent required by any applicable Requirement of Law, the applicable Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority of the United States or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective), such Lender shall, within 10 days after written demand therefor, indemnify and hold harmless the applicable Administrative Agent (to the extent that such Administrative Agent has not already been reimbursed by the Loan Parties pursuant to [Section 2.19] and without limiting or expanding the obligation of the Loan Parties to do so) from and against all amounts paid, directly or indirectly, by such Administrative Agent as Taxes or otherwise, together with all expenses incurred, including legal expenses and any other out-of-pocket expenses, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the applicable Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the applicable Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document or from any other sources against any amount due such Administrative Agent under this [Section 9.9]. The agreements in this [Section 9.9] shall survive the resignation or replacement of the applicable Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the payment of the Loans and all other amounts payable under any Loan Document. For purposes of this [Section 9.9], the term “Lender” shall include any Issuing Lender and any Swingline Lender.

Tax Withholding. The Committee may, in its discretion and upon such terms and conditions as it may deem appropriate (including the applicable safe-harbor provisions of Securities and Exchange Commission Rule 16b-3 or any successor rule or regulation) provide Optionee (if Optionee is an Employee) with the election to surrender previously acquired shares of Common Stock or have shares withheld in satisfaction of the tax withholding obligations. To the extent necessary to avoid adverse accounting treatment, the number of shares that may be withheld for this purpose shall not exceed the minimum number needed to satisfy the applicable income and employment tax withholding rules. If Common Stock is used to satisfy the Company's tax withholding obligations, the shares of Common Stock shall have been held by Optionee for the requisite period necessary to avoid a charge to the Company’s reported earnings and shall be valued at their Fair Market Value when the tax withholding is required to be made.

Tax Withholding. To the extent applicable, the Director shall be subject to the provisions of Section 13 of the Plan with respect to any withholding or other tax obligations in connection with the grant or vesting of the Restricted Share Units or otherwise in connection with this Agreement.