Common use of Certification and Tax Reporting Clause in Contracts

Certification and Tax Reporting. (a) The Parties, if applicable, have provided the Escrow Agent with their respective fully executed applicable Internal Revenue Service (“IRS”) withholding certificate (e.g., an applicable Form W-8 or Form W-9) and/or other documentation required by applicable Law. All interest or other income earned under this Agreement shall be allocated to Seller and reported, as and to the extent required by applicable Law, by the Escrow Agent to the IRS, or any other Tax Authority, on IRS Form 1099 or Form 1042-S (or other appropriate form) as income earned from the Escrow Asset by Seller whether or not said income has been distributed during such year. The Escrow Agent shall withhold any Taxes it deems appropriate in the absence of proper Tax documentation or as required by applicable Law, and shall remit such Taxes to the appropriate authorities. The Parties hereby represent and warrant to the Escrow Agent that (a) there is no sale or transfer of any United States Real Property Interest as defined under IRC Section 897(c) in the underlying transaction giving rise to this Agreement and (b) 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 Tax Authority.

Certification and Tax Reporting. (a) The Parties, if applicable, Parties have provided the Escrow Agent with their respective fully executed applicable Internal Revenue Service (“IRS”) withholding certificate (e.g.Form W-8, an applicable Form W-8 or Form W-9) W-9 and/or other documentation required by applicable Lawdocumentation. All interest or other income earned under this Agreement shall be paid to the Stockholders and shall be allocated to Seller the Stockholders in accordance with their Pro Rata Share and reported, as and to the extent required by applicable Lawlaw, by the Escrow Agent to the IRS, or any other Tax Authoritytaxing authority, on IRS Form 1099 or Form 1042-S 1042S (or other appropriate form) as income earned from the Escrow Asset Amount by Seller the Stockholders whether or not said income has been distributed during such year. The Escrow Agent shall withhold any Taxes taxes it deems appropriate in the absence of proper Tax tax documentation or as required by applicable Lawlaw, and shall remit such Taxes taxes to the appropriate authorities. The Parties hereby represent and warrant to the Escrow Agent that (ai) there is no sale or transfer of any an United States Real Property Interest as defined under IRC Section 897(c) in the underlying transaction giving rise to this Agreement Agreement; and (bii) such underlying transaction does not constitute an installment sale requiring any Tax tax reporting or withholding of imputed interest or original issue discount to the IRS or other Tax Authoritytaxing authority.

Certification and Tax Reporting. (a) The Parties, if applicable, Parties have provided the Escrow Agent with their respective fully executed applicable Internal Revenue Service (“IRS”) withholding certificate (e.g.Form W-8, an applicable Form W-8 or Form W-9) W-9 and/or other documentation required by applicable Lawdocumentation. All interest or other income earned under this Escrow Agreement shall be allocated to Seller the Sellers and reported, as and to the extent required by applicable Lawlaw, in accordance with the pro rata percentages in Exhibit C attached hereto, by the Escrow Agent to the IRS, or any other Tax Authoritytaxing authority, on IRS Form 1099 or Form 1042-S 1042S (or other appropriate form) as income earned from the Escrow Asset Account by Seller the Sellers whether or not said income has been distributed during such year. The Escrow Agent shall withhold any Taxes taxes it deems appropriate in the absence of proper Tax tax documentation or as required by applicable Lawlaw, and shall remit such Taxes taxes to the appropriate authorities. The Parties hereby represent and warrant to the Escrow Agent that (ai) there is no sale or transfer of any an United States Real Property Interest as defined under IRC Section 897(c) in the underlying transaction giving rise to this Agreement Escrow Agreement; and (bii) such underlying transaction does not constitute an installment sale requiring any Tax tax reporting or withholding of imputed interest or original issue discount to the IRS or other Tax Authority.taxing authority

Certification and Tax Reporting. (a) The Parties, if applicable, have provided the Escrow Agent with their respective fully executed applicable Internal Revenue Service (“IRS”) withholding certificate (e.g.Form W-8, an applicable Form W-8 or Form W-9) W-9 and/or other documentation required by applicable Lawdocumentation. All interest or other income earned under this Agreement shall be allocated to Seller the Stockholder Representatives (for the benefit of the Shareholders) and reported, as and to the extent required by applicable Lawlaw, by the Escrow Agent to the IRS, or any other Tax Authoritytaxing authority, on IRS Form 1099 or Form 1042-S 1042S (or other appropriate form) as income earned from the Escrow Asset by Seller the Stockholder Representatives (for the benefit of the Shareholders) whether or not said income has been distributed during such year. The Escrow Agent shall withhold any Taxes taxes it deems appropriate in the absence of proper Tax tax documentation or as required by applicable Lawlaw, and shall remit such Taxes taxes to the appropriate authorities. The Parties hereby represent and warrant to the Escrow Agent that (ai) there is no sale or transfer of any an United States Real Property Interest as defined under IRC Section 897(c) in the underlying Merger transaction giving rise to this Agreement Agreement; and (bii) such underlying transaction does not constitute an installment sale requiring any Tax tax reporting or withholding of imputed interest or original issue discount to the IRS or other Tax Authoritytaxing authority.