Taxes. The [[Team Member:Person]] acknowledges that # the ultimate liability for any and all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”) legally due by him or her is and remains the [[Team Member:Person]]’s responsibility and may exceed the amount actually withheld by the Company and/or a Subsidiary to which the [[Team Member:Person]] is providing Service (the “Service Recipient”) and # the Company and/or the Service Recipient or a former Service Recipient, as applicable, # make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to, the
Taxes. The [[Team Member:Person]] acknowledges that # the ultimate liability for any and all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”) legally due by him or her is and remains the [[Team Member:Person]]’s responsibility and may exceed the amount actually withheld by the Company and/or a Subsidiary to which the [[Team Member:Person]] is providing Service (the “Service Recipient”) and # the Company and/or the Service Recipient or a former Service Recipient, as applicable, # make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PSUs, including, but not limited to, the grant, vesting and/or conversion of the PSUs and issuance of Shares; # do not commit and are under no obligation to structure the terms of the grant or any aspect of the PSUs to reduce or eliminate the [[Team Member:Person]]’s liability for Tax-Related Items; # may be required to withhold or account for Tax-Related Items in more than one jurisdiction if the [[Team Member:Person]] has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event; and # may refuse to deliver the Shares to the [[Team Member:Person]] if he or she fails to comply with his or her obligations in connection with the Tax-Related Items as provided in this Section.
Regardless of any action the Company or the affiliate that employs the Participant (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items owed Participant by the Participant is and remains the Participant’s responsibility and that such amount may exceed the amount actually withheld by the Company and/or the Employer. The Participant further acknowledges that the Company and/or the Employer # make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant or vesting of the RSUs, the issuance of Shares in settlement of the RSUs, the subsequent sale of Shares, and the receipt of any dividends; and # do not commit and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant becomes subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
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