Common use of Backup Withholding Clause in Contracts

Backup Withholding. Each unitholder may be subject to U.S. federal backup withholding on payments made pursuant to the Merger, unless such holder provides the Exchange Agent with proof of its exemption from backup withholding or furnishes the Exchange Agent with its taxpayer identification number (“TIN”), certified under penalties of perjury, and otherwise complies with all applicable requirements of the backup withholding rules. Unitholders should use the enclosed IRS Form W-9 for this purpose. If the units are registered in more than one name or are not registered in the name of the actual owner, consult the enclosed IRS Form W-9 instructions for additional guidance on which TIN to report. Failure to provide the information on the IRS Form W-9 may subject the surrendering unitholder to backup withholding at a rate of 24% on the payment of any cash. The surrendering unitholder must write “applied for” in the space for the TIN if a TIN has not been issued and the unitholder has applied for a number or intends to apply for a number in the near future. If a unitholder has applied for a TIN and the Exchange Agent is not provided with a TIN before payment is made, the Exchange Agent may withhold 24% on all payments to such surrendering unitholder of any cash consideration due with respect to such unitholder’s former units. Please review the enclosed IRS Form W-9 instructions for additional details of what TIN to give the Exchange Agent. Exempt unitholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding requirements. To prevent possible erroneous backup withholding, an exempt unitholder should indicate its exempt status on IRS Form W-9. See the enclosed IRS Form W-9 instructions for additional instructions. In order for a nonresident alien or foreign entity to qualify as exempt from U.S. federal backup withholding, such person must submit an appropriate IRS Form W-8 signed under penalties of perjury attesting to such exempt status. The appropriate IRS Form W-8 can be obtained at xxx.xxx.xxx.

Backup Withholding. Each unitholder may be subject In order to U.S. federal avoid “backup withholding withholding” at the applicable rate on payments made of cash pursuant to the MergerOffer, a stockholder that is a “U.S. person” (as defined in the instructions to the IRS Form W-9 provided with the Letter of Transmittal) surrendering Shares in the Offer must, unless an exemption applies, Table of Contents provide the Depositary with such holder provides the Exchange Agent with proof of its exemption from backup withholding or furnishes the Exchange Agent with its stockholder’s correct taxpayer identification number (“TIN”)) on an IRS Form W-9, certified certify under penalties of perjuryperjury that such TIN is correct and provide certain other certifications. If a stockholder does not provide such stockholder’s correct TIN or fails to provide the required certifications, the IRS may impose a penalty on such stockholder, and otherwise complies with all applicable requirements payment of cash to such stockholder pursuant to the Offer may be subject to backup withholding rulesat the applicable rate. Unitholders All stockholders that are U.S. persons surrendering Shares pursuant to the Offer should use complete and sign the enclosed IRS Form W-9 for this purpose. If the units are registered in more than one name or are not registered in the name included as part of the actual owner, consult the enclosed IRS Form W-9 instructions for additional guidance on which TIN to report. Failure Letter of Transmittal to provide the information on the IRS Form W-9 may subject the surrendering unitholder and certification necessary to avoid backup withholding at (unless an applicable exemption exists and is proved in a rate of 24% on the payment of any cash. The surrendering unitholder must write “applied for” in the space for the TIN if a TIN has not been issued manner satisfactory to us and the unitholder has applied for a number or intends to apply for a number in the near futureDepositary). If a unitholder has applied for a TIN and the Exchange Agent is not provided with a TIN before payment is made, the Exchange Agent may withhold 24% on all payments to such surrendering unitholder of any cash consideration due with respect to such unitholder’s former units. Please review the enclosed IRS Form W-9 instructions for additional details of what TIN to give the Exchange Agent. Exempt unitholders Certain stockholders (including, among others, all corporations and certain foreign individualsindividuals and entities) are not subject to these backup withholding requirements. To prevent possible erroneous backup withholding, an exempt unitholder . Foreign stockholders should indicate its exempt status on IRS Form W-9. See the enclosed IRS Form W-9 instructions for additional instructions. In order for a nonresident alien or foreign entity to qualify as exempt from U.S. federal backup withholding, such person must submit complete and sign an appropriate IRS Form W-8 signed under penalties (instead of perjury attesting an IRS Form W-9) in order to such exempt statusavoid backup withholding. The appropriate various IRS Form Forms W-8 can may be obtained from the Depositary or at xxx.xxx.xxx. See Instruction 9 to the Letter of Transmittal. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against a stockholder’s U.S. federal income tax liability provided that such stockholder furnishes the required information to the IRS in a timely manner.

Backup Withholding. Each unitholder Under the "backup withholding" provisions of United States federal income tax law, the Depositary may be required to withhold and pay over to the United States Internal Revenue Service ("IRS") a portion (at the applicable rate) of the amount of any payments made by Purchaser pursuant to the Offer. In order to prevent backup withholding from being imposed on the payment to certain shareholders of the Offer Price of Shares purchased pursuant to the Offer, each United States holder (as defined below) must provide the Depositary with such shareholder's correct taxpayer identification number ("TIN") and certify that such shareholder is not subject to backup withholding by completing the IRS Form W-9 included in the Letter of Transmittal or otherwise establish a valid exemption from backup withholding to the satisfaction of the Depositary. If a United States holder does not provide its correct TIN or fails to provide the certifications described above, the IRS may impose a penalty on the shareholder and payment of the Offer Price to the shareholder pursuant to the Offer may be subject to U.S. federal backup withholding on payments made withholding. All United States holders surrendering Shares pursuant to the Merger, unless such holder provides Offer should complete and sign the Exchange Agent with proof of its exemption from backup withholding or furnishes the Exchange Agent with its taxpayer identification number (“TIN”), certified under penalties of perjury, and otherwise complies with all applicable requirements of the backup withholding rules. Unitholders should use the enclosed IRS Form W-9 for this purpose. If the units are registered in more than one name or are not registered included in the name Letter of the actual owner, consult the enclosed IRS Form W-9 instructions for additional guidance on which TIN to report. Failure Transmittal to provide the information on the IRS Form W-9 may subject the surrendering unitholder necessary to avoid backup withholding at a rate of 24% on the payment of any cashwithholding. The surrendering unitholder must write “applied for” in the space for the TIN if a TIN has not been issued and the unitholder has applied for a number or intends to apply for a number in the near future. If a unitholder has applied for a TIN and the Exchange Agent is not provided with a TIN before payment is made, the Exchange Agent may withhold 24% on all payments to such surrendering unitholder of any cash consideration due with respect to such unitholder’s former units. Please review the enclosed IRS Form W-9 instructions for additional details of what TIN to give the Exchange Agent. Exempt unitholders Certain shareholders (including, among others, all certain corporations and certain foreign individualspersons) are exempt from backup withholding and payments to such persons will not be subject to these backup withholding requirementsprovided that a valid exemption is established. To prevent possible erroneous backup withholdingEach tendering non-United States holder (e.g., an exempt unitholder should indicate its exempt status on IRS Form W-9. See the enclosed IRS Form W-9 instructions individual who is not a citizen or resident for additional instructions. In order for United States federal income tax purposes or a nonresident alien or foreign entity to qualify as exempt from U.S. federal backup withholding, such person entity) must submit an appropriate properly completed IRS Form W-8 signed (a copy of which may be obtained from the Depositary) certifying, under penalties of perjury attesting perjury, to such exempt statusnon-United States holder's foreign status in order to establish an exemption from backup withholding. The appropriate IRS Form W-8 can be obtained at xxx.xxx.xxxSee Instruction 8 of the Letter of Transmittal.

Backup Withholding. Each unitholder may be subject In order to avoid backup withholding of U.S. federal backup withholding on income taxes with respect to payments made pursuant to the Merger, unless a Stockholder who is a “U.S. person” for federal income tax purposes must provide the Acquiror with such holder provides the Exchange Agent with proof of its exemption from backup withholding or furnishes the Exchange Agent with its holder’s correct taxpayer identification number (“TIN”), certified under penalties of perjury, and otherwise complies with all applicable requirements of the backup withholding rules. Unitholders should use the enclosed IRS Form W-9 for this purpose. If the units are registered in more than one name or are not registered in the name of the actual owner, consult the enclosed IRS Form W-9 instructions for additional guidance on which TIN to report. Failure to provide the information ) on the IRS Form W-9 may enclosed with this Letter of Transmittal and certify under penalties of perjury that such TIN is correct and that such Stockholder is not subject the surrendering unitholder to backup withholding at withholding, or otherwise establish a rate of 24% on the payment of any cashbasis for exemption from backup withholding. The surrendering unitholder must write “applied for” in the space for If such Stockholder is an individual, the TIN if a is generally his or her social security number. For more information, including which TIN has not been issued and to provide, consult the unitholder has applied for a number or intends instructions to apply for a number in the near futureIRS Form W-9. If a unitholder has applied for a TIN and the Exchange Agent A Stockholder who is not provided a “U.S. person” for federal income tax purposes must provide the Acquiror with an appropriate, properly completed IRS Form W-8. , Failure to provide the Acquiror with a TIN before payment is made, the Exchange Agent may withhold 24% on all payments to such surrendering unitholder of any cash consideration due with respect to such unitholder’s former units. Please review the enclosed properly completed IRS Form W-9 instructions for additional details of what TIN or IRS Form W-8 may result in penalties be imposed by the Internal Revenue Service, and reportable payments made pursuant to give the Exchange AgentMerger may be subject to backup withholding. Exempt unitholders Certain Stockholders (including, among others, all certain corporations and certain foreign individualsindividuals and entities) are not subject to these backup withholding requirements. To prevent possible In order to avoid erroneous backup withholding, an exempt unitholder should Stockholders who are “U.S. persons” for federal income tax purposes must indicate its their exempt status on a properly completed IRS Form W-9. See the enclosed IRS Form W-9 instructions Exempt Stockholders who are not “U.S. persons” for additional instructions. In order for a nonresident alien or foreign entity to qualify as exempt from U.S. federal backup withholding, such person income tax purposes must submit an appropriate appropriate, properly completed IRS Form W-8 W-8, signed under penalties of perjury perjury, attesting to such their exempt status. The appropriate IRS Form Forms W-8 B can be obtained from the Acquiror or through the Internal Revenue Service website at xxx.xxx.xxx. If backup withholding applies, the Acquiror is required to withhold a portion of all reportable payments made to the Stockholder or other payee pursuant to the Merger. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a credit against the Stockholder’s U.S. federal income tax liability and may entitle such holder to a refund, provided the required information is timely furnished to the IRS. All Stockholders are urged to consult their own tax advisors to determine whether they are exempt from these backup withholding and reporting requirements and to determine which form should be used to avoid backup withholding. Please note that the foregoing certifications do not exempt any holder from any compensation-related withholdings that may be required. Any payment of the Merger Consideration that is treated as wages for tax purposes will be subject to the withholding requirements that are applicable to wages, regardless of the submission of an IRS Form W-9 or IRS Form W-8. Taxes withheld from amounts payable in connection with the Merger Agreement will be treated for all purposes of the Merger Agreement as having been paid to the persons with respect to whom such amounts were withheld. Certain Stockholders may be notified by Acquiror that they will be requested to pay withholding amounts to the Acquiror in exchange for receipt of the Merger Consideration.

Backup Withholding. Each unitholder may be subject In order to avoid “backup withholding” of U.S. federal backup withholding income tax on payments made of cash pursuant to the Offer or the Merger, a stockholder that is a “U.S. person” ​(as defined in the instructions to the IRS Form W-9 provided with the Letter of Transmittal) and whose Shares are tendered and accepted for purchase pursuant to the Offer or whose Shares are converted into the right to receive cash in the Merger must, unless an exemption applies, provide the Depositary with such holder provides the Exchange Agent with proof of its exemption from backup withholding or furnishes the Exchange Agent with its stockholder’s correct taxpayer identification number (“TIN”)) on an IRS Form W-9, certified certify under penalties of perjury, perjury that such TIN is correct and otherwise complies with all applicable requirements of the backup withholding rules. Unitholders should use the enclosed IRS Form W-9 for this purposeprovide certain other certifications. If the units are registered in more than one name a stockholder does not provide such stockholder’s correct TIN or are not registered in the name of the actual owner, consult the enclosed IRS Form W-9 instructions for additional guidance on which TIN to report. Failure fails to provide the information on required certifications, the IRS Form W-9 may impose penalties on such stockholder, and the gross proceeds payable to such stockholder pursuant to the Offer or the Merger may be subject the surrendering unitholder to backup withholding at a rate of currently equal to 24% on %. All stockholders that are U.S. persons whose Shares are tendered and accepted for purchase pursuant to the payment of any cash. The surrendering unitholder must write “applied for” Offer or whose Shares are converted into the right to receive cash in the space for the TIN if a TIN has not been issued Merger should complete and the unitholder has applied for a number or intends to apply for a number in the near future. If a unitholder has applied for a TIN and the Exchange Agent is not provided with a TIN before payment is made, the Exchange Agent may withhold 24% on all payments to such surrendering unitholder of any cash consideration due with respect to such unitholder’s former units. Please review the enclosed sign an IRS Form W-9 instructions for additional details of what TIN to give provide the Exchange Agentinformation and certifications required to avoid backup withholding (unless an applicable exemption exists and is established in a manner satisfactory to the Depositary). Exempt unitholders Certain stockholders (including, among others, all corporations and certain foreign individualsnon-U.S. individuals and entities) are not subject to these backup withholding requirements. To prevent possible erroneous backup withholding, . Exempt stockholders that are “U.S. persons” should complete and sign an exempt unitholder should indicate its exempt status on IRS Form W-9. See the enclosed IRS Form W-9 instructions for additional instructions. In indicating their exempt status in order for a nonresident alien or foreign entity to qualify as exempt from U.S. federal avoid backup withholding. Stockholders that are not “U.S. persons” should complete and sign an IRS Form W-8BEN, such person must submit an IRS Form W-8BEN-E, or other appropriate IRS Form W-8 signed under penalties (instead of perjury attesting an IRS Form W-9) in order to such exempt statusavoid backup withholding. The An appropriate IRS Form W-8 can may be obtained from the Depositary or at the IRS website (xxx.xxx.xxx.). See Instruction 8 to the Letter of Transmittal. Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be refunded or credited against your U.S. federal income tax liability, provided the required information is timely furnished in the appropriate manner to the IRS. Information reporting to the IRS may also apply to the receipt of cash pursuant to the Offer or the Merger. TABLE OF CONTENTS​​