Common use of Deposit Interest Reporting and Withholding Clause in Contracts

Deposit Interest Reporting and Withholding. Buyer will timely report to applicable taxing authorities and to Account customers including, without limitation by sending all required IRS Forms 1098 or 1099, with respect to the entire calendar year in which the Closing occurs, all interest credited to or withheld from, and any early withdrawal penalties imposed upon, the Accounts (including for any period prior to the Closing Date, which would otherwise be the reporting obligation of Seller). Any amounts required by any governmental agencies to be withheld from any of the Accounts through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date shall be withheld by Buyer in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by Buyer to the appropriate agency on or prior to the applicable due date. Promptly after the Closing Date, but in no event later than the date such amounts are required to be remitted to the applicable governmental agency, Seller will pay to Buyer that portion of any sums theretofore withheld by Seller from any of the Accounts which are or may be required to be remitted by Buyer pursuant to the foregoing and shall directly remit to the applicable governmental agency that portion of any such sums which are required to be remitted by Seller. Seller shall be responsible for delivering to payees all IRS notices received by Seller that are required to be delivered with respect to the Accounts, and Buyer shall be responsible for delivery to payees all such notices received by Buyer that are required to be delivered with respect to the Accounts. Seller shall deliver to Buyer, within five business days after the Closing Date, a list of all "B" notices (TINs do not match) and "C" notices (under reporting/IRS imposed withholding) issued by the IRS imposing withholding restrictions, relating to the Accounts. Seller shall continue to provide Buyer with notice of such IRS notices it receives regarding Account customers for a period of 180 days from the Closing Date. All notices received by Seller on or prior to 180 days from the Closing Date from the IRS releasing withholding restrictions on accounts will be forwarded promptly to Buyer. Seller agrees to reimburse Buyer for an amount equal to any penalty and interest imposed upon Buyer by the IRS or state taxing authority or self-assessed by Buyer on IRS Form 8210 or corresponding state form which Buyer is thereafter required to, and does, pay to the IRS or state taxing authority, where such penalty and interest arises out of actions taken or omitted to be taken by Buyer in reliance upon information provided by Seller under this Section 2.7.6, and such penalty and interest does not result from an act or omission of Buyer not made in reliance upon such information.

Deposit Interest Reporting and Withholding. Buyer will timely report to applicable taxing authorities and to Account customers including, without limitation by sending all required IRS Forms 1098 or 1099, with With respect to the entire ------------------------------------------ Deposit Liabilities assumed by Purchaser pursuant to this Agreement, Purchaser shall be responsible for reporting to the customer and to the IRS (and any state or local taxing authority as required by law) all interest paid during the calendar year in which the Closing closing occurs. In order to assist Purchaser, all Seller will provide Purchaser at Settlement with a schedule identifying each account that is a Deposit Liability and the interest credited to or withheld from, and any early withdrawal penalties imposed upon, the Accounts (including for any period prior accrued on that account to the Closing Date, which would otherwise be the reporting obligation of Seller). Any amounts required by any governmental agencies to be withheld from any of the Accounts through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date shall be withheld by Buyer Purchaser in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by Buyer Purchaser to the appropriate agency on or prior to the applicable due date. Promptly after the Closing Date, but in no event later than the date such amounts are required to be remitted to the applicable governmental agency, Seller will pay to Buyer Purchaser that portion of any sums theretofore withheld by Seller from any of the Accounts which are or may be required to be remitted by Buyer Purchaser pursuant to the foregoing and shall directly remit to the applicable governmental agency that portion of any such sums which are required to be remitted by Seller. Seller shall be responsible for delivering to payees all IRS notices received by Seller that are required to be delivered with respect to the Accounts, and Buyer Purchaser shall be responsible for delivery to payees all such notices received by Buyer Purchaser that are required to be delivered with respect to the Accounts. Seller shall deliver to BuyerPurchaser, within five business days after on or before the Closing Date, a list of all "B" notices (TINs do not match) and "C" notices (under reportingunderreporting/IRS imposed withholding) issued by the IRS imposing withholding restrictions, relating to the Accounts. Seller shall continue to provide Buyer Purchaser with notice of such IRS notices it receives regarding Account customers for a period of 180 one hundred and twenty (120) days from the Closing Date. All notices received by Seller on or prior to 180 days from the Closing Date from the IRS releasing withholding restrictions on accounts will be forwarded promptly to BuyerPurchaser. Seller agrees to reimburse Buyer for indemnify Purchaser in an amount equal to any penalty and interest imposed upon Buyer Purchaser by the IRS or state taxing authority or properly self-assessed by Buyer Purchaser on IRS Form 8210 or corresponding state form which Buyer Purchaser is thereafter required to, and does, pay to the IRS or state taxing 32 39 authority, where such penalty and interest arises out of actions taken or omitted to be taken by Buyer Purchaser in reliance upon information provided by Seller under this Section 2.7.6subsection (f), and such penalty and interest does not result from an act or omission of Buyer Purchaser not made in reliance upon such information.

Deposit Interest Reporting and Withholding. Buyer For the calendar year in which the Closing occurs, Seller will timely report to applicable taxing authorities and to Assumed Deposit Account customers including, without limitation including by sending all required IRS Forms 1098 or 1099, with respect to the entire calendar year in which period through the Closing occursDate, all interest credited to or withheld from, and any early withdrawal penalties imposed upon, the Accounts (Assumed Deposit Accounts, and Buyer will timely report to applicable taxing authorities and to Assumed Deposit Account customers including for any by sending all required IRS Forms 1098 or 1099, with respect to the period prior subsequent to the Closing Date, which would otherwise be all interest credited to or withheld from, and any early withdrawal penalties imposed upon, the reporting obligation of Seller)Assumed Deposit Accounts. Any amounts required by any governmental agencies to be withheld from any of the Assumed Deposit Accounts through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date shall be withheld by Buyer in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by Buyer to the appropriate agency on or prior to the applicable due date. Promptly after the Closing Date, but in no event later than five (5) Business Days before the date such amounts are required to be remitted to the applicable governmental agency, Seller will pay to Buyer that portion of any sums theretofore withheld by Seller from any of the Assumed Deposit Accounts which are or may be required to be remitted by Buyer pursuant to the foregoing and shall directly remit to the applicable governmental agency that portion of any such sums which are required to be remitted by Seller. Seller shall be responsible for delivering to payees all IRS notices received by Seller that are required to be delivered with respect to the Assumed Deposit Accounts, and Buyer shall be responsible for delivery to payees all such notices received by Buyer that are required to be delivered with respect to the Assumed Deposit Accounts. Seller shall deliver to Buyer, within five business days after on or before the Closing Date, a list of all "“B" ” notices (TINs do not match) and "“C" ” notices (under reporting/IRS imposed withholding) issued by the IRS imposing withholding restrictions, relating to the Assumed Deposit Accounts. Seller shall continue to provide Buyer with notice of such IRS notices it receives regarding Assumed Deposit Account customers for a period of 180 days from after the Closing Date. All notices received by Seller on or prior to 180 days from the Closing Date from the IRS releasing withholding restrictions on accounts will be forwarded promptly to Buyer. Seller agrees to reimburse indemnify Buyer for in an amount equal to any Taxes, penalty and interest imposed upon Buyer by the IRS or state taxing authority or self-assessed by Buyer on IRS Form 8210 or corresponding state form or otherwise which Buyer is thereafter required to, and does, pay to the IRS or state taxing authority, where such Taxes, penalty and interest arises out of actions taken or omitted to be taken by Buyer in reliance upon information provided by Seller under this Section 2.7.6, and such penalty and interest does not result from an act or omission of Buyer not made in reliance upon such information2.8.7.

Deposit Interest Reporting and Withholding. Buyer will timely report to applicable taxing authorities and to Account customers including, without limitation by sending all required IRS Forms 1098 or 1099, with With respect to the entire ------------------------------------------ Deposit Liabilities assumed by Purchaser pursuant to this Agreement, Purchaser shall be responsible for reporting to the customer and to the IRS (and any state or local taxing authority as required by law) all interest paid during calendar year in which 2007. In order to assist Purchaser, Seller will provide Purchaser at Settlement with a schedule identifying each account that is a Deposit Liability and 24 32 the Closing occurs, all interest credited to or withheld from, and any early withdrawal penalties imposed upon, the Accounts (including for any period prior accrued on that account to the Closing Date, which would otherwise be the reporting obligation of Seller). Any amounts required by any governmental agencies to be withheld from any of the Accounts through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date shall be withheld by Buyer Purchaser in accordance with applicable law or the appropriate notice from any governmental agency and will be remitted by Buyer Purchaser to the appropriate agency on or prior to the applicable due date. Promptly after the Closing Date, but in no event later than the date such amounts are required to be remitted to the applicable governmental agency, Seller will pay to Buyer Purchaser that portion of any sums theretofore withheld by Seller from any of the Accounts which are or may be required to be remitted by Buyer Purchaser pursuant to the foregoing and shall directly remit to the applicable governmental agency that portion of any such sums which are required to be remitted by Seller. Seller shall be responsible for delivering to payees all IRS notices received by Seller that are required to be delivered with respect to the Accounts, and Buyer Purchaser shall be responsible for delivery to payees all such notices received by Buyer Purchaser that are required to be delivered with respect to the Accounts. Seller shall deliver to BuyerPurchaser, within five business days after on or before the Closing Date, a list of all "B" notices (TINs do not match) and "C" notices (under reportingunderreporting/IRS imposed withholding) issued by the IRS imposing withholding restrictions, relating to the Accounts. Seller shall continue to provide Buyer Purchaser with notice of such IRS notices it receives regarding Account customers for a period of 180 one hundred and twenty (120) days from the Closing Date. All notices received by Seller on or prior to 180 days from the Closing Date from the IRS releasing withholding restrictions on accounts will be forwarded promptly to BuyerPurchaser. Seller agrees to reimburse Buyer for indemnify Purchaser in an amount equal to any penalty and interest imposed upon Buyer Purchaser by the IRS or state taxing authority or properly self-assessed by Buyer Purchaser on IRS Form 8210 or corresponding state form which Buyer Purchaser is thereafter required to, and does, pay to the IRS or state taxing authority, where such penalty and interest arises out of actions taken or omitted to be taken by Buyer Purchaser in reliance upon information provided by Seller under this Section 2.7.6subsection (f), and such penalty and interest does not result from an act or omission of Buyer Purchaser not made in reliance upon such information.

Deposit Interest Reporting and Withholding. Buyer will timely report to applicable taxing authorities and to Account customers including, without limitation by sending all required IRS Forms 1098 or 1099, with respect to the entire calendar year in which the Closing occurs, all interest credited to or withheld from, and any early withdrawal penalties imposed upon, the Accounts (including for any period prior to the Closing Date, which would otherwise be the reporting obligation of Seller). Any amounts required by any governmental agencies Governmental Bodies to be withheld from any of the Accounts through the Closing Date will be withheld by Seller in accordance with applicable law or appropriate notice from any governmental agency Governmental Body and will be remitted by Seller to the appropriate agency on or prior to the applicable due date. Any such withholding required to be made subsequent to the Closing Date shall be withheld by Buyer in accordance with applicable law or the appropriate notice from any governmental agency Governmental Body and will be remitted by Buyer to the appropriate agency on or prior to the applicable due date. Promptly after the Closing Date, but in no event later than the date such amounts are required to be remitted to the applicable governmental agencyGovernmental Body, Seller will pay to Buyer that portion of any sums theretofore withheld by Seller from any of the Accounts which are or may be required to be remitted by Buyer pursuant to the foregoing and shall directly remit to the applicable governmental agency that portion of any such sums which are required to be remitted by Seller. Seller shall be responsible for delivering to payees all IRS Internal Revenue Service (“IRS”) notices received by Seller that are required to be delivered with respect to the Accounts, and Buyer shall be responsible for delivery to payees all such notices received by Buyer that are required to be delivered with respect to the Accounts. Seller shall deliver to Buyer, within five (5) business days after the Closing Date, a list of all "“B" ” notices (TINs do not match) and "“C" ” notices (under reporting/IRS imposed withholding) issued by the IRS imposing withholding restrictions, relating to the Accounts. Seller shall continue to provide Buyer with notice of such IRS notices it receives regarding Account customers for a period of 180 one hundred and eighty (180) days from the Closing Date. All notices received by Seller on or prior to 180 one hundred and eighty (180) days from the Closing Date from the IRS releasing withholding restrictions on accounts will be forwarded promptly to Buyer. Seller agrees to reimburse Buyer for an amount equal to any penalty and interest imposed upon Buyer by the IRS or state taxing authority or self-assessed by Buyer on IRS Form 8210 or corresponding state form which Buyer is thereafter required to, and does, pay to the IRS or state taxing authority, where such penalty and interest arises out of actions taken or omitted to be taken by Buyer in reliance upon information provided by Seller under this Section 2.7.6, and such penalty and interest does not result from an act or omission of Buyer not made in reliance upon such information.