Common use of Certification and Tax Reporting Clause in Contracts

Certification and Tax Reporting. Parent and Holders have provided Escrow Agent with their respective fully executed Internal Revenue Service (“IRS”) Form W-8, or W-9 and/or other required documentation. Parent and the Holder Representative, solely on behalf of the Holders, acknowledge that solely for tax purposes, Escrow Agent does not have any interest in the Escrow Funds or the escrow account. All income earned under this Agreement shall be allocated to Holders and reported, as and to the extent required by law, by Escrow Agent to the IRS, or any other taxing authority, on IRS Form 1099 or 1042S (or other appropriate form) as income earned from the Escrow Funds by Holders whether or not said income has been distributed during such year. Holders shall timely file all tax returns and pay all taxes due with respect to any income earned or losses generated with respect to the Escrow Funds. Escrow Agent shall not have any liability for the payment of taxes with respect to the Escrow Funds, and Parent and the Holders shall indemnify and hold Escrow Agent harmless from and against all such taxes. Escrow Agent shall withhold any taxes it deems appropriate in the absence of proper tax documentation or as required by law, and shall remit such taxes to the appropriate authorities. Parent and the Holder Representative, solely on the behalf of the Holders, hereby represent and warrant to Escrow Agent that (i) there is no sale or transfer of a United States Real Property Interest as defined under Section 897(c) of the Internal Revenue Code of 1986, as amended, in the underlying transaction giving rise to this Agreement and (ii) such underlying transaction does not constitute an installment sale requiring any tax reporting or withholding of imputed interest or original issue discount to the IRS or other taxing authority.

Certification and Tax Reporting. Parent and Holders have Each Party has provided the Escrow Agent with their respective all documentation requested by the Escrow Agent, including any fully executed Internal Revenue Service (“IRS”) Form W-8, or W-9 and/or other required documentation, in each case, as requested by the Escrow Agent. Parent and the Holder Representative, solely on behalf of the Holders, The Parties acknowledge that solely for tax purposes, the Escrow Agent does not have any interest in the Escrow Funds Assets or the escrow accountIndemnity Escrow Account. All interest or other income earned under this Agreement shall be allocated to Holders Seller and reported, as and to the extent required by law, by the Escrow Agent to the IRS, or any other taxing authority, on IRS Form 1099 or 1042S (or other appropriate form) as income earned from the Escrow Funds by Holders Seller whether or not said income has been distributed during such year. Holders Seller shall timely file all tax returns and pay all taxes due with respect to any income earned or losses generated with respect to the Escrow Funds. The Escrow Agent shall not have any liability for the payment of taxes with respect to the Escrow Funds, and Parent and the Holders Parties shall indemnify and hold Escrow Agent harmless from and against all such taxes. The Escrow Agent shall withhold any taxes it deems appropriate in the absence of proper tax documentation or as required by law, and shall remit such taxes to the appropriate authorities. Parent and the Holder Representative, solely on the behalf of the Holders, The Parties hereby represent and warrant to Escrow Agent that (i) there is no sale or transfer of a United States Real Property Interest as defined under Section 897(c) of the Internal Revenue Code of 1986, as amended, in the underlying transaction giving rise to this Agreement and (ii) such underlying transaction does not constitute an installment sale requiring any tax reporting or withholding of imputed interest or original issue discount to the IRS or other taxing authority.

Certification and Tax Reporting. Parent and Holders have Issuer has provided the Escrow Agent with their respective fully executed Internal Revenue Service (“IRS”) Form W-8, or W-9 and/or other required documentation. Parent and the Holder Representative, solely on behalf of the Holders, acknowledge Issuer acknowledges that solely for tax purposes, the Escrow Agent does not have any interest in the Escrow Funds Assets or the escrow accountaccount(s). All interest or other income earned under this Agreement shall be allocated to Holders Issuer and reported, as and to the extent required by law, by the Escrow Agent to the IRS, or any other taxing authority, on IRS Form 1099 or 1042S (or other appropriate form) as income earned from the Escrow Funds by Holders Issuer whether or not said income has been distributed during such year. Holders Issuer shall timely file all tax returns and pay all taxes due with respect to any income earned or losses generated with respect to the Escrow Funds. The Escrow Agent shall not have any liability for the payment of taxes with respect to the Escrow Funds, and Parent and the Holders Issuer shall indemnify and hold Escrow Agent harmless from and against all such taxes. The Escrow Agent shall withhold any taxes it deems appropriate in the absence of proper tax documentation or as required by law, and shall remit such taxes to the appropriate authorities. Parent and the Holder Representative, solely on the behalf of the Holders, Issuer hereby represent and warrant to Escrow Agent that (i) there is no sale or transfer of a United States Real Property Interest as defined under Section 897(c) of the Internal Revenue Code of 1986, as amended, in the underlying transaction giving rise to this Agreement and (ii) such underlying transaction does not constitute an installment sale requiring any tax reporting or withholding of imputed interest or original issue discount to the IRS or other taxing authority.

Certification and Tax Reporting. Parent Each of Xxxxxxxx HoldCo and Holders have HFS has provided Escrow Agent with their its respective fully executed Internal Revenue Service (“IRS”) Form W-8, or W-9 and/or other required tax documentation. Parent Each of Xxxxxxxx HoldCo and the Holder RepresentativeHFS acknowledges that, solely on behalf of the Holdersfor U.S. federal (and where applicable, acknowledge that solely for state and local) income tax purposes, (i) Escrow Agent does not have any interest in the Escrow Funds Escrowed Securities or the escrow account. All income earned under this Agreement Escrow Account, and (ii) the Escrowed Securities shall be allocated to Holders the property of (and reportedowned by) the record owner thereof, as and to the extent required by lawidentified on Schedule A hereto, by Escrow Agent to the IRS, or any other taxing authority, on IRS Form 1099 or 1042S (or other appropriate form) as income earned from the Escrow Funds by Holders whether or not said income has been distributed during such year. Holders which shall timely file all tax returns and pay all taxes due with respect to any income earned or losses generated with respect to the Escrow Fundsinitially be Xxxxxxxx HoldCo. Escrow Agent shall not have any liability for the payment of taxes with respect to the Escrow FundsEscrowed Securities, and Parent and the Holders Xxxxxxxx HoldCo shall indemnify and hold Escrow Agent harmless from and against all such taxes. Escrow Agent shall withhold any taxes it deems appropriate in the absence of proper tax documentation or as required by law, law and shall remit such taxes to the appropriate authorities. Parent Each of Xxxxxxxx HoldCo and the Holder Representative, solely on the behalf of the Holders, HFS hereby represent represents and warrant warrants to Escrow Agent that (i) there by providing an IRS From W-9 each such person is no sale or transfer certifying as to its non-foreign status for purposes of a United States Real Property Interest as defined under Section 897(c) 1445 and Section 1446 of the Internal Revenue Code of 1986, as amended, in the underlying transaction giving rise to this Agreement and (ii) such underlying transaction does not constitute an installment sale requiring any tax reporting or withholding of imputed interest or original issue discount discount, in each case by the Escrow Agent to the IRS or other taxing authority.

Certification and Tax Reporting. Parent and Holders have Company has provided Escrow Agent with their respective its fully executed Internal Revenue Service (“IRS”) Form W-8, or W-9 W-8 and/or other required documentation. Parent and the Holder Representative, solely on behalf of the Holders, acknowledge Company acknowledges that solely for tax purposes, Escrow Agent does not have any interest in the Escrow Funds Assets or the escrow accountaccount(s). All interest or other income earned under this Agreement shall be allocated to Holders Company and reported, as and to the extent required by law, by Escrow Agent to the IRS, or any other taxing authority, on IRS Form 1099 or 1042S (or other appropriate form) as income earned from the Escrow Funds by Holders Company whether or not said income has been distributed during such year. Holders Company shall timely file all tax returns and pay all taxes due with respect to any income earned or losses generated with respect to the Escrow Funds. Escrow Agent shall not have any liability for the payment of taxes with respect to the Escrow Funds, and Parent and the Holders Company shall indemnify and hold Escrow Agent harmless from and against all such taxes. Escrow Agent shall withhold any taxes it deems appropriate in the absence of proper tax documentation or as required by law, and shall remit such taxes to the appropriate authorities. Parent Company hereby represents and the Holder Representative, solely on the behalf of the Holders, hereby represent and warrant warrants to Escrow Agent that (i) there is no sale or transfer of a United States Real Property Interest as defined under Section 897(c) of the Internal Revenue Code of 1986, as amended, in the underlying transaction giving rise to this Agreement and (ii) such underlying transaction does not constitute an installment sale requiring any tax reporting or withholding of imputed interest or original issue discount to the IRS or other taxing authority.

Certification and Tax Reporting. Parent and Holders The Parties have provided the Escrow Agent with their respective fully executed Internal Revenue Service (“IRS”) Form W-8, or W-9 and/or other required documentation. Parent The Parties acknowledge and agree that the Holder Representative, solely on behalf Escrow Amount shall be treated as an installment obligation for purposes of Section 453 of the HoldersCode, and Seller shall not be treated as having received any portion of the Escrow Amount or any Investment Income until such amounts are actually released to Seller, and no Party shall take any action or filing position inconsistent with such characterization. The Parties acknowledge and agree that solely Buyer will be deemed to be the owner of the Fund for income tax purposes, Escrow Agent does not have any interest and will report all Investment Income as the income of Buyer in the Escrow Funds taxable year or the escrow accountyears, in which such Investment Income is properly includible and pay any taxes attributable thereto. All income earned under this Agreement shall be allocated to Holders and reported, as and to To the extent required by law, by the Escrow Agent shall report such Investment Income to the IRS, or any other taxing authority, on IRS Form 1099 or 1042S (or other appropriate form) as income earned from the Escrow Funds Fund by Holders the Buyer whether or not said income Investment Income has been distributed during such year. Holders shall timely file all tax returns and pay all taxes due with respect to any income earned or losses generated with respect to the Escrow Funds. Escrow Agent shall not have any liability for the payment of taxes with respect to the Escrow Funds, and Parent and the Holders shall indemnify and hold Escrow Agent harmless from and against all such taxes. Escrow Agent shall withhold any taxes it deems appropriate in the absence of proper tax documentation or as required by law, and shall remit such taxes to the appropriate authorities. Parent and the Holder Representative, solely on the behalf of the Holders, The Parties hereby represent and warrant to the Escrow Agent that (i) there is no sale or transfer of a an United States Real Property Interest as defined under IRC Section 897(c) of the Internal Revenue Code of 1986, as amended, in the underlying transaction giving rise to this Agreement and (ii) such underlying transaction does not constitute an installment sale requiring any tax reporting or withholding of imputed interest or original issue discount to the IRS or other taxing authorityAgreement.

Certification and Tax Reporting. Parent The Company and Holders Purchaser have provided Escrow Agent with their respective fully executed Internal Revenue Service (“IRS”) Form W-8, or W-9 and/or other required documentation. Parent The Company and the Holder Representative, solely on behalf of the Holders, Purchaser acknowledge that solely for U.S. federal and applicable state and local income tax purposes, Escrow Agent does not have any interest in the Escrow Funds or the escrow account. All Solely for U.S. federal and applicable state and local income tax purposes, all interest or other income earned under this Agreement on the Escrow Funds shall be allocated to Holders the Company and reported, as and to the extent required by law, by Escrow Agent to the IRS, or any other taxing authority, on an IRS Form 1099 1099, 1042 or 1042S (or other appropriate form) as income earned from the Escrow Funds by Holders the Company whether or not said income has been distributed during such year. Holders The Company shall timely file all tax returns and pay all taxes due with respect to any income earned or losses generated with respect to the Escrow Funds. Escrow Agent shall not have any liability for the payment of taxes with respect to the Escrow Funds, and Parent and the Holders Company shall indemnify and hold Escrow Agent harmless from and against all such taxes. Escrow Agent shall withhold any taxes that it deems appropriate in the absence of proper tax is required to withhold by applicable law (including, without limitation, if an IRS Form W-8, W-9 and/or any other documentation or as required by lawapplicable law is not provided to Escrow Agent), and shall remit such taxes to the appropriate taxing authorities. Parent and the Holder Representative, solely Escrow Agent shall comply with any information reporting required under applicable law in respect of any income earned on the behalf of the Holders, Escrow Funds. The Company and Purchaser hereby represent and warrant to Escrow Agent that (i) there is no sale or transfer of a United States Real Property Interest as defined under Section 897(c) of the Internal Revenue Code of 1986, as amended, in the underlying transaction giving rise to this Agreement and (ii) such underlying transaction does not constitute an installment sale requiring any tax reporting or withholding of imputed interest or original issue discount to the IRS or other taxing authority.

Certification and Tax Reporting. Parent Indemnitor and Holders Indemnitee have provided Escrow Agent with their respective fully executed Internal Revenue Service (“IRS”) Form W-8, or W-9 and/or other required documentation. Parent Indemnitor and the Holder Representative, solely on behalf of the Holders, Indemnitee acknowledge that solely for tax purposes, Escrow Agent does not have any interest in the Escrow Funds or the escrow accountEscrow Account. All interest or other income earned under this Agreement shall be allocated to Holders Indemnitee and reported, as and to the extent required by law, by Escrow Agent to the IRS, or any other taxing authority, on IRS Form 1099 or 1042S (or other appropriate form) as income earned from the Escrow Funds by Holders Indemnitee whether or not said income has been distributed during such year. Holders Indemnitee shall timely file all tax returns and pay all taxes due with respect to any income earned or losses generated with respect to the Escrow Funds. Escrow Agent shall not have any liability for the payment of taxes with respect to the Escrow Funds, and Parent and the Holders Indemnitee shall indemnify and hold Escrow Agent harmless from and against all such taxes. Escrow Agent shall withhold any taxes it deems appropriate in the absence of proper tax documentation or as required by law, and shall remit such taxes to the appropriate authorities. Parent Indemnitor hereby represents and the Holder Representative, solely on the behalf of the Holders, hereby represent and warrant warrants to Escrow Agent that (i) there is no sale or transfer of a United States Real Property Interest as defined under Section 897(c) of the Internal Revenue Code of 1986, as amended, in the underlying transaction giving rise to this Agreement and (ii) such underlying transaction does not constitute an installment sale requiring any tax reporting or withholding of imputed interest or original issue discount to the IRS or other taxing authorityAgreement.

Certification and Tax Reporting. Parent and Holders The Parties have provided the Escrow Agent with their respective fully executed Internal Revenue Service (“IRS”) Form W-8, or W-9 and/or other required documentation. Parent and the Holder Representative, solely on behalf of the Holders, acknowledge that solely for tax purposes, Escrow Agent does not have any All interest in the Escrow Funds or the escrow account. All other income earned under this Agreement shall be allocated to Holders Buyer and/or Seller, as set forth in Exhibit A or Exhibit B, as applicable, and reported, as and to the extent required by law, by the Escrow Agent to the IRS, or any other taxing authority, on IRS Form 1099 or 1042S (or other appropriate form) as income earned from the Escrow Funds Deposit by Holders whether Buyer and/or Seller, as set forth in Exhibit A or not said income has been distributed during such year. Holders shall timely file all tax returns and pay all taxes due with respect to any income earned or losses generated with respect to the Escrow Funds. Escrow Agent shall not have any liability for the payment of taxes with respect to the Escrow FundsExhibit B, and Parent and the Holders shall indemnify and hold Escrow Agent harmless from and against all such taxesas applicable. Escrow Agent shall withhold any taxes it deems appropriate in the absence of proper tax documentation or as required by law, and shall remit such taxes to the appropriate authorities. Parent and the Holder Representative, solely on the behalf of the Holders, The Parties hereby represent and warrant to the Escrow Agent that (i) there is no sale or transfer of a an United States Real Property Interest as defined under IRC Section 897(c) of the Internal Revenue Code of 1986, as amended, in the underlying transaction giving rise to this Agreement Agreement; and (ii) such underlying transaction does not constitute an installment sale requiring any tax reporting or withholding of imputed interest or original issue discount to the IRS or other taxing authority. All accrued interest shall be paid to Seller in accordance with Exhibit A upon disbursement of the Escrow Deposit pursuant to Section 4(a). All accrued interest shall be paid to Buyer and/or Seller in accordance with Exhibit B upon disbursement of the Escrow Deposit pursuant to Section 4(b).

Certification and Tax Reporting. Parent and Holders The Parties have provided the Escrow Agent with their respective fully executed Internal Revenue Service (“IRS”) Form W-8, or W-9 and/or other required documentation. Parent The Parties acknowledge and agree that the Holder Representative, solely on behalf Escrow Amount shall be treated as an installment obligation for purposes of Section 453 of the HoldersCode, and Seller shall not be treated as having received any portion of the Escrow Amount or any Investment Income until such amounts are actually released to Seller, and no Party shall take any action or filing position inconsistent with such characterization. The Parties acknowledge and agree that solely the Escrow Agent shall have no duty or obligation to provide any calculations or perform any tax reporting regarding the allocation of imputed interest or original issue discount under the IRS regulations relating to installment sales. The Parties acknowledge and agree that Buyer will be deemed to be the owner of the Fund for income tax purposes, Escrow Agent does not have any interest and will report all Investment Income as the income of Buyer in the Escrow Funds taxable year or the escrow accountyears, in which such Investment Income is properly includible and pay any taxes attributable thereto. All income earned under this Agreement shall be allocated to Holders and reported, as and to To the extent required by law, by the Escrow Agent shall report such Investment Income to the IRS, or any other taxing authority, on IRS Form 1099 or 1042S (or other appropriate form) as income earned from the Escrow Funds Fund by Holders the Buyer whether or not said income Investment Income has been distributed during such year. Holders shall timely file all tax returns and pay all taxes due with respect to any income earned or losses generated with respect to the Escrow Funds. Escrow Agent shall not have any liability for the payment of taxes with respect to the Escrow Funds, and Parent and the Holders shall indemnify and hold Escrow Agent harmless from and against all such taxes. Escrow Agent shall withhold any taxes it deems appropriate in the absence of proper tax documentation or as required by law, and shall remit such taxes to the appropriate authorities. Parent and the Holder Representative, solely on the behalf of the Holders, The Parties hereby represent and warrant to the Escrow Agent that (i) there is no sale or transfer of a an United States Real Property Interest as defined under IRC Section 897(c) of the Internal Revenue Code of 1986, as amended, in the underlying transaction giving rise to this Agreement and (ii) such underlying transaction does not constitute an installment sale requiring any tax reporting or withholding of imputed interest or original issue discount to the IRS or other taxing authorityAgreement.

Certification and Tax Reporting. Parent and Holders have Each Party has provided the Escrow Agent with their respective all documentation requested by the Escrow Agent, including any fully executed Internal Revenue Service (“IRS”) Form W-8, or W-9 and/or other required documentation, in each case, as requested by the Escrow Agent. Parent and the Holder Representative, solely on behalf of the Holders, The Parties acknowledge that solely for tax purposes, the Escrow Agent does not have any interest in the Escrow Funds Assets, the Indemnity Escrow Account, or Defect Escrow Account and that, notwithstanding anything to the contrary herein, Seller shall be treated as the owner of the Escrow Assets for U.S. federal income tax purposes while such Escrow Assets are held in the Indemnity Escrow Account or the escrow accountDefect Escrow Account, as applicable. All interest or other income earned under this Agreement shall be allocated to Holders Seller and reported, as and to the extent required by law, by the Escrow Agent to the IRS, or any other taxing authority, on IRS Form 1099 or 1042S 1042-S (or other appropriate form) as income earned from the Escrow Funds Assets by Holders Seller whether or not said income has been distributed during such year. Holders Seller shall timely file all tax returns and pay all taxes due with respect to any income earned or losses generated with respect to the Escrow FundsAssets. The Escrow Agent shall not have any liability for the payment of taxes with respect to the Escrow FundsAssets, and Parent and the Holders Parties shall indemnify and hold Escrow Agent harmless from and against all such taxes. The Escrow Agent shall withhold any taxes it deems appropriate in the absence of proper tax documentation or as required by law, and shall remit such taxes to the appropriate authorities. Parent and the Holder Representative, solely on the behalf of the Holders, The Parties hereby represent and warrant to Escrow Agent that (i) there is no sale or transfer of a United States Real Property Interest as defined under Section 897(c) of the Internal Revenue Code of 1986, as amended, in the underlying transaction giving rise to this Agreement and (ii) such underlying transaction does not constitute an installment sale requiring any tax reporting or withholding of imputed interest or original issue discount to the IRS or other taxing authority.

Certification and Tax Reporting. Parent Depositor and Holders Recipient have provided the Escrow Agent with their respective fully executed Internal Revenue Service (“IRS”) Form W-8, or W-9 and/or other required documentation. Parent Depositor and the Holder Representative, solely on behalf of the Holders, Recipient acknowledge that solely for tax purposes, the Escrow Agent does not have any interest in the Escrow Funds or the escrow accountShares. All interest or other income earned under this Agreement shall be allocated to Holders Recipient and reported, as and to the extent required by law, by the Escrow Agent to the IRS, or any other taxing authority, on IRS Form 1099 or 1042S (or other appropriate form) as income earned from the Escrow Funds Shares by Holders Recipient whether or not said income has been distributed during such year. Holders Recipient shall timely file all tax returns and pay all taxes due with respect to any income earned or losses generated with respect to the Escrow FundsShares. The Escrow Agent shall not have any liability for the payment of taxes with respect to the Escrow FundsShares, and Parent Depositor and the Holders shall Recipient shall, jointly and severally, indemnify and hold the Escrow Agent harmless from and against all such taxes. The Escrow Agent shall withhold any taxes it deems appropriate in the absence of proper tax documentation or as required by law, and shall remit such taxes to the appropriate authorities. Parent Depositor and the Holder Representative, solely on the behalf of the Holders, Recipient hereby represent and warrant to the Escrow Agent that (i) there is no sale or transfer of a United States Real Property Interest as defined under Section 897(c) of the Internal Revenue Code of 1986, as amended, in the underlying transaction giving rise to this Agreement and (ii) such underlying transaction does not constitute an installment sale requiring any tax reporting or withholding of imputed interest or original issue discount to the IRS or other taxing authority.

Certification and Tax Reporting. Parent and Holders have Sphere has provided the Escrow Agent with their respective a fully executed Internal Revenue Service (“IRS”) Form W-8, or W-9 and/or other required documentation. Parent and Sphere agrees that Sphere shall be treated as the Holder Representative, solely on behalf owner of the HoldersEscrow Asset for all tax purposes and shall not take a position inconsistent with such treatment except as otherwise required by law. Accordingly, acknowledge that solely for tax purposes, Escrow Agent does not have any all interest in the Escrow Funds or the escrow account. All other income earned under this Agreement shall be allocated to Holders Sphere and reported, as and to the extent required by law, by the Escrow Agent to the IRS, or any other taxing authority, on IRS Form 1099 or 1042S (or other appropriate form) as income earned from the Escrow Funds Asset by Holders Sphere whether or not said income has been distributed during such year. Holders shall timely file all tax returns and pay all taxes due with respect Subject to any income earned or losses generated with respect to Section 3(c), the Escrow Funds. Escrow Agent shall not have any liability for the payment of taxes with respect to the Escrow Funds, and Parent and the Holders shall indemnify and hold Escrow Agent harmless from and against all such taxes. Escrow Agent shall withhold from any payment made pursuant to this Agreement any taxes it deems appropriate in the absence of proper tax documentation or as required by law, and shall remit such taxes to the appropriate tax authorities. Parent Sphere hereby represents and warrants to the Holder Representative, solely on the behalf of the Holders, hereby represent and warrant to Escrow Agent that (i) there is no sale or transfer of a United States Real Property Interest as defined under IRC Section 897(c) of the Internal Revenue Code of 1986, as amended, in the underlying transaction giving rise to this Agreement Agreement; and (ii) such underlying transaction does not constitute an installment sale requiring any tax reporting or withholding of imputed interest or original issue discount to the IRS or other taxing authority.

Certification and Tax Reporting. Parent Depositor and Holders Recipient have provided Escrow Agent with their respective fully executed Internal Revenue Service (“IRS”) Form W-8, or W-9 and/or other required documentation. Parent Depositor and the Holder Representative, solely on behalf of the Holders, Recipient acknowledge that solely for tax purposes, Escrow Agent does not have any interest in the Escrow Funds Property or the escrow account. All interest or other income earned under this Agreement shall be allocated to Holders Recipient and reported, as and to the extent required by law, by Escrow Agent to the IRS, or any other taxing authority, on IRS Form 1099 or 1042S (or other appropriate form) as income earned from the Escrow Funds Property by Holders Recipient whether or not said income has been distributed during such year. Holders Recipient shall timely file all tax returns and pay all taxes due with respect to any income earned or losses generated with respect to the Escrow FundsProperty. Escrow Agent shall not have any liability for the payment of taxes with respect to the Escrow Funds, and Parent and the Holders Property. Recipient or Depositor shall indemnify and hold Escrow Agent harmless from and against all such taxes, depending on whether the Taxes were caused by then Released Shares, in which case the Recipient shall be responsible, or then Unpaid Escrow Shares, in which case the Depositor shall be responsible. Escrow Agent shall withhold any taxes it deems appropriate in the absence of proper tax documentation or as required by law, and shall remit such taxes to the appropriate authorities. Parent Depositor and the Holder Representative, solely on the behalf of the Holders, Recipient hereby represent and warrant to Escrow Agent that (i) there is no sale or transfer of a United States Real Property Interest as defined under Section 897(c) of the Internal Revenue Code of 1986, as amended, in the underlying transaction giving rise to this Agreement and (ii) such underlying transaction does not constitute an installment sale requiring any tax reporting or withholding of imputed interest or original issue discount to the IRS or other taxing authority.

Certification and Tax Reporting. Parent and Holders Depositor a have provided the Escrow Agent with their respective fully executed Internal Revenue Service (“IRS”) Form W-8, or W-9 and/or other required documentation. Parent and the Holder Representative, solely on behalf of the Holders, Depositor acknowledge that solely for tax purposes, the Escrow Agent does not have any interest in the Escrow Funds or the escrow accountShares. All interest or other income earned under this Agreement shall be allocated to Holders Depositor Shareholders and reported, as and to the extent required by law, by the Escrow Agent to the IRS, or any other taxing authority, on IRS Form 1099 or 1042S (or other appropriate form) as income earned from the Escrow Funds Shares by Holders Depositor Shareholders whether or not said income has been distributed during such year. Holders Depositor and /or Depostior Shareholders shall timely file all tax returns and pay all taxes due with respect to any income earned or losses generated with respect to the Escrow FundsShares. The Escrow Agent shall not have any liability for the payment of taxes with respect to the Escrow FundsShares, and Parent and the Holders Depositor shall indemnify and hold the Escrow Agent harmless from and against all such taxes. The Escrow Agent shall withhold any taxes it deems appropriate in the absence of proper tax documentation or as required by law, and shall remit such taxes to the appropriate authorities. Parent and the Holder Representative, solely on the behalf of the Holders, Depositor hereby represent and warrant to the Escrow Agent that (i) there is no sale or transfer of a United States Real Property Interest as defined under Section 897(c) of the Internal Revenue Code of 1986, as amended, in the underlying transaction giving rise to this Agreement and (ii) such underlying transaction does not constitute an installment sale requiring any tax reporting or withholding of imputed interest or original issue discount to the IRS or other taxing authority.