Common use of Customer Identification and TIN Certification Clause in Contracts

Customer Identification and TIN Certification. To help the government fight the funding of terrorism and money laundering activities, Federal laws requires all financial institutions to obtain, verify and record information that identifies each individual or entity that opens an account. For business and other entities that are parties to this Agreement, the Escrow Agent will require such documents as it deems necessary to confirm the legal existence of the entity. Therefore, the Escrow Agent must obtain the name, address, taxpayer or other government identification number, and other information for each business entity that is a party to this Agreement. For individuals signing this Agreement on behalf of another, the Escrow Agent requires a copy of a driver’s license, passport or other form of photo identification. For business and other entities that are parties to this Agreement, the Escrow Agent will require such documents as it deems necessary to confirm the legal existence of the entity. At the time of or prior to execution of this Agreement, any Escrow Party providing a tax identification number for tax reporting purposes shall provide to the Escrow Agent a completed IRS Form W-9, and every individual executing this Agreement on behalf of an Escrow Party shall provide to the Escrow Agent a copy of a driver’s license, passport or other form of photo identification acceptable to the Escrow Agent. The Escrow Parties agree to provide to the Escrow Agent such organizational documents and documents establishing the authority of any individual acting in a representative capacity as the Escrow Agent may require in order to comply with its established practices, procedures and policies. In the event that any Escrow Party fails to provide any such organizational documents or documents establishing authority, or any individual executing this Agreement on behalf of an Escrow Party fails to provide to the Escrow Agent an acceptable form of identification, within ten (10) days after the Escrow Agent requests the same, the Escrow Agent is authorized, not withstanding any other provision of this Agreement to the contrary, to place the Escrow Funds in a non-interest bearing deposit account until such documents are received by the Escrow Agent. The Escrow Agent is authorized and directed to assign the tax identification number certified by NutraMax to said account. The Escrow Agent is authorized and directed to report all interest and other income earned on the Escrow Fund in accordance with the Form W-9 information provided to the Escrow Agent by NutraMax. The Escrow Parties understand that, in the event one or more tax identification number is not certified to the Escrow Agent, 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 Initial Deposit. If at any time all or any portion of the Escrow Fund is released to NutraMax, Buyer and NutraMax agree that the interest earned on such portion of the Escrow Fund as of such release date shall be paid to NutraMax; provided, however, that the amount of such interest shall be credited against any amounts payable by Buyer to NutraMax under the terms of the Asset Purchase Agreement. If the entire Initial Deposit is paid to Buyer under the terms of this Escrow Agreement, then the parties hereto covenant and agree to provide joint written instructions to the Escrow Agent directing the Escrow Agent to pay to the Buyer all of the interest earned on the Initial Deposit and requesting that Escrow Agent assign to the account in which the Escrow Fund is being held the tax identification number certified by Buyer, it being understood by the Escrow Parties that interest earned on the Escrow Fund for any given tax year will be reported by the Escrow Agent based on the tax identification number assigned to the account as of the last day of said tax year.

Customer Identification and TIN Certification. To help the government fight the funding of terrorism and money laundering activities, Federal laws requires all financial institutions to obtain, verify and record information that identifies each individual or entity that opens an account. For business and other entities that are parties to this Agreement, the Escrow Agent will require such documents as it deems necessary to confirm the legal existence of the entity. Therefore, the Escrow Agent must obtain the name, address, taxpayer or other government identification number, and other information information, such as date of birth for individuals, for each individual and business entity that is a party to this Agreement. For individuals signing this Agreement on their own behalf or on behalf of another, the Escrow Agent requires a copy of a driver’s license, passport or other form of photo identification. For business and other entities that are parties to this Agreement, the Escrow Agent will require such documents as it deems necessary to confirm the legal existence of the entity. At the time of or prior to execution of this Agreement, any Escrow Party providing a tax identification number for tax reporting purposes shall provide to the Escrow Agent a completed IRS Form W-9, and every individual executing this Agreement on behalf of an Escrow Party shall provide to the Escrow Agent a copy of a driver’s license, passport or other form of photo identification acceptable to the Escrow Agent. The Escrow Parties agree to provide to the Escrow Agent such organizational documents and documents establishing the authority of any individual acting in a representative capacity as the Escrow Agent may require in order to comply with its established practices, procedures and policies. In Sub-accounts: For purposes of (i) allocating pro rata among the event that any Escrow Party fails Shareholders (the “Information Reporting Parties”), in accordance with their percentage interests as set forth on Schedule A to provide any such organizational documents or documents establishing authoritythis Agreement, or any individual executing this Agreement on behalf of an Escrow Party fails to provide interest and other income earned with respect to the Escrow Agent an acceptable form of identification, within ten Initial Deposit and (10ii) days after the Escrow Agent requests the sameIRS information reporting, the Escrow Agent is authorized, not withstanding any other provision of this Agreement to may deposit the contrary, to place the Escrow Funds Initial Deposit in two or more sub-accounts associated with a non-interest bearing deposit master account until such documents are received by (the Escrow Agent. The Escrow Agent is authorized and directed to assign “Master Account”) provided that any distributions shall be made pro rata from the tax identification number certified by NutraMax to said accountsub-accounts unless otherwise specified. The Escrow Agent is authorized and directed to report all interest and other income earned on the Escrow Fund in accordance with the Form IRS Forms W-9 information provided to the Escrow Agent by NutraMaxthe Information Reporting Parties, pro rata based on their respective percentage interests. The In the event that any Information Reporting Party fails to provide to the Escrow Parties understand thatAgent a completed IRS Form W-9, such Information Reporting Party’s share of the Initial Deposit shall be held by the Escrow Agent in the event one or more tax identification number Master Account until said Form W-9 is not certified provided to the Escrow Agent, 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 Initial Deposit. If at any time all or any portion of the Escrow Fund is released to NutraMax, Buyer and NutraMax agree that the interest earned on such portion of the Escrow Fund as of such release date shall be paid to NutraMax; provided, however, that the amount of such interest shall be credited against any amounts payable by Buyer to NutraMax under the terms of the Asset Purchase Agreement. If the entire Initial Deposit is paid to Buyer under the terms of this Escrow Agreement, then the parties hereto covenant and agree to provide joint written instructions to the The Escrow Agent directing the Escrow Agent is authorized and directed to pay to the Buyer all of the interest earned on the Initial Deposit and requesting that Escrow Agent assign to the account in which the Escrow Fund is being held the tax identification number certified by Buyer, it being understood by the Escrow Parties that interest earned on the Escrow Fund for any given tax year will be reported by the Escrow Agent based on the tax identification number assigned Shareholders to the account as of the last day of said tax yearMaster Account.

Customer Identification and TIN Certification. To help the government fight the funding of terrorism and money laundering activities, Federal laws requires all financial institutions to obtain, verify and record information that identifies each individual or entity that opens an account. For business and other entities that are parties to this Agreement, the Escrow Agent will require such documents as it deems necessary to confirm the legal existence of the entity. Therefore, the Escrow Agent must obtain the name, address, taxpayer or other government identification number, and other information information, such as date of birth for individuals, for each individual and business entity that is a party to this Agreement. For individuals signing this Agreement on their own behalf or on behalf of another, the Escrow Agent requires a copy of a driver’s license, passport or other form of photo identification. For business and other entities that are parties to this Agreement, the Escrow Agent will require such documents as it deems necessary to confirm the legal existence of the entity. At the time of or prior to execution of this Agreement, any Escrow Party providing a tax identification number for tax reporting purposes shall provide to the Escrow Agent a completed IRS Form W-9W-9 or W-8, applicable, and every individual executing this Agreement on behalf of an Escrow Party shall provide to the Escrow Agent a copy of a driver’s license, passport or other form of photo identification acceptable to the Escrow Agent. The Escrow Parties agree to provide to the Escrow Agent such organizational documents and documents establishing the authority of any individual acting in a representative capacity as the Escrow Agent may require in order to comply with its established practices, procedures and policies. In the event that any Escrow Party fails to provide any such organizational documents or documents establishing authority, or any individual executing this Agreement on behalf of an Escrow Party fails to provide to the Escrow Agent an acceptable form of identification, within ten (10) days after the Escrow Agent requests the same, the Escrow Agent is authorized, not withstanding any other provision of this Agreement to the contrary, to place the Escrow Funds in a non-interest bearing deposit account until such documents are received by the Escrow Agent. The Escrow Agent is authorized and directed to assign the tax identification number certified by NutraMax to said account. The Escrow Agent is authorized and directed to report all interest and other income earned on the Escrow Fund in accordance with the Form W-9 or W-8, applicable, information provided to the Escrow Agent by NutraMaxXx. Xxxxx. The Escrow Parties understand that, in the event one or more tax identification number is not certified to the Escrow Agent, 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 Initial Deposit. If at any time all or any portion of the Escrow Fund is released to NutraMax, Buyer and NutraMax agree that the interest earned on such portion of the Escrow Fund as of such release date shall be paid to NutraMax; provided, however, that the amount of such interest shall be credited against any amounts payable by Buyer to NutraMax under the terms of the Asset Purchase Agreement. If the entire Initial Deposit is paid to Buyer under the terms of this Escrow Agreement, then the parties hereto covenant and agree to provide joint written instructions to the Escrow Agent directing the Escrow Agent to pay to the Buyer all of the interest earned on the Initial Deposit and requesting that Escrow Agent assign to the account in which the Escrow Fund is being held the tax identification number certified by Buyer, it being understood by the Escrow Parties that interest earned on the Escrow Fund for any given tax year will be reported by the Escrow Agent based on the tax identification number assigned to the account as of the last day of said tax year.

Customer Identification and TIN Certification. To help the government fight the funding of terrorism and money laundering activities, Federal laws law requires all financial institutions to obtain, verify and record information that identifies each individual or entity that opens an account. For business and other entities that are parties to this Agreement, the Escrow Agent will require such documents as it deems necessary to confirm the legal existence of the entity. Therefore, the Escrow Agent must obtain the name, address, taxpayer or other government identification number, and other information information, such as date of birth for individuals, for each individual and business entity that is a party to this Agreementan Escrow Party. For individuals signing this Escrow Agreement on their own behalf or on behalf of another, the Escrow Agent requires a copy of a driver’s license, passport or other form of photo identification. For business and other entities that are parties to this Escrow Agreement, the Escrow Agent will require such documents as it deems necessary to confirm the legal existence of the entity. At the time of or prior to execution of this Escrow Agreement, any Escrow Party providing a tax identification number for tax reporting purposes shall provide to the Escrow Agent a completed IRS Form W-9, and every individual executing this Escrow Agreement on behalf of an Escrow Party shall provide to the Escrow Agent a copy of a driver’s license, passport or other form of photo identification acceptable to the Escrow Agent. The Escrow Parties agree to provide to the Escrow Agent such organizational documents and documents establishing the authority of any individual acting in a representative capacity as the Escrow Agent may reasonably require in order to comply with its established practices, procedures and policies. In the event that any Escrow Party fails to provide any such organizational documents or documents establishing authority, or any individual executing this Escrow Agreement on behalf of an Escrow Party fails to provide to the Escrow Agent an a reasonably acceptable form of identification, within ten (10) days after the Escrow Agent requests the same, the Escrow Agent is authorized, not withstanding notwithstanding any other provision of this Escrow Agreement to the contrary, to place the Escrow Funds in a non-interest bearing deposit account until such documents are received by the Escrow Agent. The Escrow Agent is authorized and directed to assign the tax identification number certified by NutraMax Buyer to said account. The Escrow Agent is authorized and directed to report all interest and other income earned on the Escrow Fund in accordance with the Form W-9 information provided to the Escrow Agent by NutraMaxBuyer. The Escrow Parties understand that, in the event one or more tax identification number is not certified to the Escrow Agent, 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 Initial Escrow Deposit. If at any time all or any portion of the Escrow Fund is released to NutraMax, Buyer and NutraMax agree that the interest earned on such portion of the Escrow Fund as of such release date shall be paid to NutraMax; provided, however, that the amount of such interest shall be credited against any amounts payable by Buyer to NutraMax under the terms of the Asset Purchase Agreement. If the entire Initial Deposit is paid to Buyer under the terms of this Escrow Agreement, then the parties hereto covenant and agree to provide joint written instructions to the Escrow Agent directing the Escrow Agent to pay to the Buyer all of the interest earned on the Initial Deposit and requesting that Escrow Agent assign to the account in which the Escrow Fund is being held the tax identification number certified by Buyer, it being understood by the Escrow Parties that interest earned on the Escrow Fund for any given tax year will be reported by the Escrow Agent based on the tax identification number assigned to the account as of the last day of said tax year.

Customer Identification and TIN Certification. To help the government fight the funding of terrorism and money laundering activities, Federal laws requires require all financial institutions to obtain, verify and record information that identifies each individual or entity that opens an account. For business and other entities that are parties to this Agreement, the Escrow Agent will require such documents as it deems necessary to confirm the legal existence of the entity. Therefore, the Escrow Agent must obtain the name, address, taxpayer or other government identification number, and other information information, such as date of birth for individuals, for each individual and business entity that is a party to this Agreement. For individuals signing this Agreement on their own behalf or on behalf of another, the Escrow Agent requires a copy of a driver’s license, passport or other form of photo identification. For business and other entities that are parties to this Agreement, the Escrow Agent will require such documents documents, as it deems necessary to confirm the legal existence of the entity. At the time of or prior to execution of this Agreement, any Escrow Party providing a tax identification number for tax reporting purposes shall provide to the Escrow Agent a completed IRS Form W-9W-9 (or the appropriate IRS Form W-8, in the case of non U.S. persons), and every individual executing this Agreement on behalf of an Escrow Party shall provide to the Escrow Agent a copy of a driver’s license, passport or other form of photo identification acceptable to the Escrow Agent. The Escrow Parties agree to provide to the Escrow Agent such organizational documents and documents establishing the authority of any individual acting in a representative capacity as the Escrow Agent may require in order to comply with its established practices, procedures and policies. In For purposes of (i) allocating pro rata among Sellers according to their respective pro rata percentages set forth on Schedule A hereto (the event that any Escrow Party fails to provide any such organizational documents or documents establishing authority“Pro Rata Percentages”), or any individual executing this Agreement on behalf of an Escrow Party fails to provide interest and other income earned with respect to the Cash Escrow Agent an acceptable form of identification, within ten and (10ii) days after the Escrow Agent requests the sameIRS information reporting, the Escrow Agent is authorized, not withstanding any other provision of this Agreement to may deposit the contrary, to place the Cash Escrow Funds in two or more sub-accounts associated with a non-interest bearing deposit master account until such documents are received (the “Master Account”) provided that any distributions shall be made pro rata from the sub-accounts unless otherwise specified herein or otherwise in writing by the Escrow Agent. The Escrow Agent is authorized and directed to assign the tax identification number certified by NutraMax to said accountParties. The Escrow Agent is authorized and directed to report all interest and other income earned on the Escrow Fund in accordance with the IRS Forms W-9 (or the appropriate IRS Form W-9 information W-8, in the case of non U.S. persons) provided to the Escrow Agent by NutraMaxSellers, according to their Pro Rata Percentages. The In the event that any Seller fails to provide to the Escrow Parties understand thatAgent a completed IRS Form W-9 (or the appropriate IRS Form W-8, in the event one case of non U.S. persons), such Seller’s share of the Cash Escrow shall be held by the Escrow Agent in the Master Account until said Form W-9 (or more tax identification number the appropriate IRS Form W-8, in the case of non U.S. persons) is not certified provided to the Escrow Agent, 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 Initial Deposit. If at any time all or any portion of the Escrow Fund is released to NutraMax, Buyer and NutraMax agree that the interest earned on such portion of the Escrow Fund as of such release date shall be paid to NutraMax; provided, however, that the amount of such interest shall be credited against any amounts payable by Buyer to NutraMax under the terms of the Asset Purchase Agreement. If the entire Initial Deposit is paid to Buyer under the terms of this Escrow Agreement, then the parties hereto covenant and agree to provide joint written instructions to the The Escrow Agent directing the Escrow Agent is authorized and directed to pay to the Buyer all of the interest earned on the Initial Deposit and requesting that Escrow Agent assign to the account in which the Escrow Fund is being held the tax identification number certified by Buyer, it being understood by the Seller Representative to the Master Account. The Escrow Parties that Agent shall have no duty to prepare or file any information reports (including without limitation IRS Forms 1099-B) other than such information reports of interest earned on the Escrow Fund for any given tax year will be reported by Fund, if any, as the Escrow Agent based on is required to prepare and file in the tax identification number assigned to the account as ordinary course of the last day of said tax yearits business.

Customer Identification and TIN Certification. To help the government fight the funding of terrorism and money laundering activities, Federal laws requires require all financial institutions to obtain, verify and record information that identifies each individual or entity that opens an account. For business and other entities that are parties to this Agreement, the Escrow Agent will require such documents as it deems necessary to confirm the legal existence of the entity. Therefore, the Escrow Agent must obtain the name, address, taxpayer or other government identification number, and other information information, such as date of birth for individuals, for each individual and business entity that is a party to this Agreement. For individuals signing this Agreement on their own behalf or on behalf of another, the Escrow Agent requires a copy of a driver’s license, passport or other form of photo identification. For business and other entities that are parties to this Agreement, the Escrow Agent will require such documents documents, as it deems necessary to confirm the legal existence of the entity. At the time of or prior to execution of this Agreement, any Escrow Party providing a tax identification number for tax reporting purposes shall provide to the Escrow Agent a completed IRS Form W-9W-9 (or the appropriate IRS Form W-8, in the case of non U.S. persons), and every individual executing this Agreement on behalf of an Escrow Party shall provide to the Escrow Agent a copy of a driver’s license, passport or other form of photo identification acceptable to the Escrow Agent. The Escrow Parties agree to provide to the Escrow Agent such organizational documents and documents establishing the authority of any individual acting in a representative capacity as the Escrow Agent may require in order to comply with its established practices, procedures and policies. In the event that any Escrow Party fails to provide any such organizational documents or documents establishing authority, or any individual executing this Agreement on behalf of an Escrow Party fails to provide to the Escrow Agent an acceptable form of identification, within ten (10) days after the Escrow Agent requests the same, the Escrow Agent is authorized, not withstanding any other provision of this Agreement to the contrary, to place the Escrow Funds in a non-interest bearing deposit account until such documents are received by the Escrow Agent. The Escrow Agent is authorized and directed to assign the tax identification number certified by NutraMax to said account. The Escrow Agent is authorized and directed to report all interest and other income earned on the Escrow Fund in accordance with the Form W-9 (or the appropriate IRS Form W-8, in the case of non U.S. persons) information provided to the Escrow Agent by NutraMaxSeller. The Escrow Parties understand that, in the event one or more tax identification number is not certified to the Escrow Agent, 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 Initial Deposit. If at any time all or any portion of the Escrow Fund is released to NutraMax, Buyer and NutraMax agree that the interest earned on such portion of the Escrow Fund as of such release date shall be paid to NutraMax; provided, however, that the amount of such interest shall be credited against any amounts payable by Buyer to NutraMax under the terms of the Asset Purchase Agreement. If the entire Initial Deposit is paid to Buyer under the terms of this Escrow Agreement, then the parties hereto covenant and agree to provide joint written instructions to the The Escrow Agent directing the Escrow Agent shall have no duty to pay to the Buyer all prepare or file any information reports (including without limitation IRS Forms 1099-B) other than such information reports of the interest earned on the Initial Deposit and requesting that Escrow Agent assign to the account in which the Escrow Fund is being held the tax identification number certified by Buyer, it being understood by the Escrow Parties that interest earned on the Escrow Fund for any given tax year will be reported by as the Escrow Agent based on is required to prepare and file in the tax identification number assigned to the account as ordinary course of the last day of said tax yearits business.