Common use of Amounts Earned on Escrow Fund; Tax Matters Clause in Contracts

Amounts Earned on Escrow Fund; Tax Matters. All amounts earned, paid ------------------------------------------ or distributed with respect to the Escrow Fund (whether interest, dividends or otherwise) shall become a part of the Escrow Fund and shall be held hereunder upon the same terms as the original Escrow Fund. The parties agree that (i) for tax reporting purposes, and for any tax year, all interest or other income earned from the investment of the Escrow Fund shall be allocable to Buyer and (ii) to the extent permitted by applicable law, including Section 468B(g) of the Internal Revenue Code of 1986, as amended, Buyer will include all amounts earned on the Escrow Fund in its gross incomes for federal, state and local income tax (collectively, "income tax") purposes and pay any income tax resulting therefrom. Buyer and the Stockholders also agree for income tax purposes to treat all amounts distributed to the Stockholders from the Escrow Fund as increases in the cash portion of the Total Consideration paid by Buyer to the Stockholders (subject to the application of Section 483 and/or 1274 of the Internal Revenue Code of 1986, as amended). Buyer agrees to provide the Escrow Agent with a certified tax identification number by signing and returning a Form W-9 to the Escrow Agent prior to the date on which interest or other income is first earned by the Escrow Fund. The parties hereto understand that, in the event that such tax identification numbers are not certified to the Escrow Agent prior to the date on which any income is first earned on the Escrow Fund, the Internal Revenue Code, as amended from time to time, may require withholding of a portion of any interest or other income earned on the investment of the Escrow Fund.

Amounts Earned on Escrow Fund; Tax Matters. The Escrow Fund ------------------------------------------ shall be invested from time to time in Eligible Investments (as defined in Section 15) pursuant to (and as specified in) the written direction of the Stockholders' Representative received by the Escrow Agent (which direction shall include maturity terms selected by the Stockholders' Representative). The Escrow Agent shall be entitled to presume that any maturity terms set forth in an investment instruction from the Stockholders' Representative have been agreed to by Buyer. In no instance shall the Escrow Agent have any liability for any loss on any such investment. All amounts earned, paid ------------------------------------------ or distributed with respect to the Escrow Fund (whether interest, dividends or otherwise) shall become a part of the Escrow Fund and shall be held hereunder upon the same terms as the original Escrow Fund. The parties agree that (i) for tax reporting purposes, and for any tax year, all interest or other income earned from the investment of the Escrow Fund shall be allocable to Buyer the Xxxxxx Stockholders according to their respective Percentage Interests and (ii) to the extent permitted by applicable law, including Section 468B(g) of the Internal Revenue Code of 1986, as amended, Buyer the Xxxxxx Stockholders will include all amounts earned on the Escrow Fund in its their gross incomes income for federal, state and local income tax (collectively, "income tax") purposes and pay any income tax resulting therefrom. Buyer and the Stockholders The parties also agree for income tax purposes to treat all amounts distributed to the Xxxxxx Stockholders from the Escrow Fund as increases in payments of purchase price received by the cash portion Xxxxxx Stockholders on the date of the Total Consideration paid by Buyer to the Stockholders (subject to the application of Section 483 and/or 1274 of the Internal Revenue Code of 1986, as amended)this Escrow Agreement. Buyer Each Xxxxxx Stockholder agrees to provide the Escrow Agent with a certified tax identification number by signing and returning a Form W-9 to the Escrow Agent prior to the date on which interest or other income is first earned by the Escrow Fund. The parties hereto Xxxxxx Stockholders understand that, in the event that such their tax identification numbers are not certified to the Escrow Agent prior to the date on which any interest or other income is first earned on the Escrow Fund, the Internal Revenue Code, as amended from time to time, may require withholding of a portion of any interest or other income earned on the investment of the Escrow Fund.

Amounts Earned on Escrow Fund; Tax Matters. The Escrow Fund ------------------------------------------ shall be invested from time to time in Eligible Investments (as defined in Section 15) pursuant to (and as specified in) the written direction of the Stockholders' Representative received by the Escrow Agent (which direction shall include maturity terms selected by the Stockholders' Representative). The Escrow Agent shall be entitled to presume that any maturity terms set forth in an investment instruction from the Stockholders' Representative have been agreed to by Buyer. In no instance shall the Escrow Agent have any liability for any loss on any such investment. All amounts earned, paid ------------------------------------------ or distributed with respect to the Escrow Fund (whether interest, dividends or otherwise) shall become a part of the Escrow Fund and shall be held hereunder upon the same terms as the original Escrow Fund. The parties agree that (i) for tax reporting purposes, and for any tax year, all interest or other income earned from the investment of the Escrow Fund shall be allocable to Buyer the Xxxxxx Stockholders and (ii) to the extent permitted by applicable law, including Section 468B(g) of the Internal Revenue Code of 1986, as amended, Buyer the Xxxxxx Stockholders will include all amounts earned on the Escrow Fund in its their gross incomes income for federal, state and local income tax (collectively, "income tax") purposes and pay any income tax resulting therefrom. Buyer and the Stockholders The parties also agree for income tax purposes to treat all amounts distributed to the Xxxxxx Stockholders from the Escrow Fund as increases in payments of purchase price received by the cash portion Xxxxxx Stockholders on the date of the Total Consideration paid by Buyer to the Stockholders (subject to the application of Section 483 and/or 1274 of the Internal Revenue Code of 1986, as amended)this Escrow Agreement. Buyer Each Xxxxxx Stockholder agrees to provide the Escrow Agent with a certified tax identification number by signing and returning a Form W-9 to the Escrow Agent prior to the date on which interest or other income is first earned by the Escrow Fund. The parties hereto Xxxxxx Stockholders understand that, in the event that such their tax identification numbers are not certified to the Escrow Agent prior to the date on which any interest or other income is first earned on the Escrow Fund, the Internal Revenue Code, as amended from time to time, may require withholding of a portion of any interest or other income earned on the investment of the Escrow Fund.