Common use of Income and Taxes Clause in Contracts

Income and Taxes. (a) All net income or net gain from investments of the Indemnity Escrow Fund (other than (i) income in respect of the amount of a downwards adjustment of the Purchase Price or (ii) income in respect of the amount of a Claim, each of which shall be paid to the Acquiror) and the Representative Expense Fund will, for income tax purposes, be for the account of the Stockholders, pro rata in accordance with Schedule A hereto. All such income shall be paid at such times as specified in Section 3, 4 or 6 with respect to payment of amounts in the Indemnity Escrow Fund and the Representative Expense Fund (and, with respect to the Indemnity Escrow Fund, in the same proportion as the aggregate amount of payments from such Indemnity Escrow Fund to the Stockholders or the Acquiror, as the case may be, bears to the total amount initially deposited in such Indemnity Escrow Fund by the Acquiror). Any such payments to the Stockholders shall be made to each Stockholder pro rata in accordance with Schedule A hereto. The Escrow Agent shall provide to the Stockholder Representative and the Acquiror its standard monthly statement concerning the Indemnity Escrow Fund and the Representative Expense Fund, which shall include information with respect to any earnings, disbursements and losses during the period covered by the statement. The Escrow Agent shall also provide such additional information to the Stockholder Representative and/or the Acquiror as reasonably requested by such parties from time to time. (b) The Stockholder Representative shall provide to the Escrow Agent, upon execution of this Agreement, each Stockholder’s respective taxpayer identification number documented by the appropriate Form W-9, or the appropriate Form W-8 for non-resident alien certification. In addition, the Stockholder Representative shall provide the Escrow Agent with any other information reasonably requested by the Escrow Agent in connection with any required reporting to any taxing authority. The parties acknowledge that the failure to so provide such forms or information may prevent or delay disbursements from the Indemnity Escrow Fund and the Representative Expense Fund and may also result in the assessment of a penalty and the Escrow Agent’s being required to withhold tax on any interest or other income earned on the Indemnity Escrow Fund and the Representative Expense Fund. Any payments of income shall be subject to applicable withholding regulations then in force in the United States or any other jurisdiction, as applicable.

Income and Taxes. (a) All net a. The Parties agree that, for Tax reporting purposes, all interest and other income or net gain from investments investment of the Indemnity Escrow Fund (other than (ishall be allocable to Indemnified Party pursuant to Section 468B(g) income in respect of the amount Internal Revenue Code of a downwards adjustment of the Purchase Price or (ii) income in respect of the amount of a Claim, each of which shall be paid to the Acquiror) and the Representative Expense Fund will, for income tax purposes, be for the account of the Stockholders, pro rata in accordance with Schedule A hereto. All such income shall be paid at such times as specified in Section 3, 4 or 6 with respect to payment of amounts in the Indemnity Escrow Fund and the Representative Expense Fund (and, with respect to the Indemnity Escrow Fund, in the same proportion as the aggregate amount of payments from such Indemnity Escrow Fund to the Stockholders or the Acquiror1986, as the case may beamended, bears to the total amount initially deposited in such Indemnity Escrow Fund by the Acquiror). Any such payments to the Stockholders shall be made to each Stockholder pro rata in accordance with Schedule A heretoand Proposed Treasury Regulations Section 1.468B-8. The Escrow Agent shall will provide to the Stockholder Representative Indemnified Party and the Acquiror its standard Indemnitor a monthly statement concerning the Indemnity Escrow Fund and the Representative Expense Fund, which shall include information with respect to any earnings, disbursements and losses during the period covered by the statement, and will timely issue Forms 1099 to Indemnified Party with respect to income allocated to Indemnified Party, to the extent required by the Internal Revenue Code of 1986, as amended. The Escrow Agent shall will also provide such additional information to the Stockholder Representative Indemnitor and/or the Acquiror Indemnified Party as reasonably requested by such parties either of them from time to time, including monthly statements with respect to any earnings, disbursements and losses. (b) The Stockholder Representative shall provide to the Escrow Agent, upon execution of this Agreement, each Stockholder’s respective taxpayer identification number documented by the appropriate Form W-9, or the appropriate Form W-8 for non-resident alien certification. In addition, the Stockholder Representative shall b. Indemnified Party and Indemnitor will provide the Escrow Agent with their respective taxpayer identification numbers and/or with any other information reasonably requested by the Escrow Agent in connection with any required reporting to any taxing authority. The parties Parties acknowledge that the failure to so provide such forms or information may prevent or delay disbursements from the Indemnity Escrow Fund and the Representative Expense Fund and may also result in the assessment of a penalty and the Escrow Agent’s being required to withhold tax on any interest or other income earned on the Indemnity Escrow Fund and the Representative Expense Fund. Any payments of income shall will be subject to applicable withholding regulations then in force in the United States or any other jurisdiction, as applicable. c. To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Fund, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Fund. Indemnified Party and Indemnitor, jointly and severally, shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow and the investment thereof, unless such tax, late payment, interest, penalty or other cost or expense was directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 12.c is in addition to the indemnification provided in Section 8 and shall survive the resignation or removal of the Escrow Agent and the termination of this Agreement.

Income and Taxes. (a) All net income Any Adjustment Earnings or net gain from investments Indemnity Earnings shall be credited to, and shall become a part of, the Adjustment Amount or the Indemnity Amount, respectively, and shall be invested as provided in Section 2.1 until disbursed in accordance with the terms hereof and the terms of the Indemnity Escrow Fund Merger Agreement. The parties agree that the Company Holders (other than (ibased on each Company Holder’s applicable percentage set forth on Schedule III attached hereto, the contents of which will be provided and updated by the Shareholder Representative as soon as possible following the date hereof) income in respect shall be treated as the owners of the amount of a downwards adjustment of the Purchase Price or (ii) income in respect of the amount of a Claim, each of which shall be paid to the Acquiror) and the Representative Expense Fund will, Escrow Funds for income tax purposes, be for and will report all Adjustment Earnings and Indemnity Earnings earned on, or derived from, the account Escrow Funds as the income or gain of the Stockholders, pro rata Company Holders in accordance with Schedule A hereto. All the taxable year in which such income shall be paid at such times as specified in Section 3, 4 or 6 with respect is properly includible (subject to payment Sections 2.5 and 11.8 of amounts in the Indemnity Escrow Fund and the Representative Expense Fund (and, with respect to the Indemnity Escrow Fund, in the same proportion as the aggregate amount of payments from such Indemnity Escrow Fund to the Stockholders or the Acquiror, as the case may be, bears to the total amount initially deposited in such Indemnity Escrow Fund by the Acquirorthis Agreement). Any such payments to the Stockholders shall be made to each Stockholder pro rata in accordance with Schedule A hereto. The Escrow Agent shall provide to the Stockholder Representative and the Acquiror its standard monthly statement concerning the Indemnity Escrow Fund and the Representative Expense Fund, which shall include information with respect to any earnings, disbursements and losses during the period covered by the statement. The Escrow Agent shall also provide such additional information to the Stockholder Representative and/or the Acquiror as reasonably requested by such parties from time to time. (b) The Stockholder Escrow Agent shall report to the Internal Revenue Service, as of each calendar year-end, all Earnings earned on any sum held in the Escrow Accounts as and to the extent required by law. (c) As promptly as practicable after the date hereof, Parent and the Shareholder Representative shall will provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may reasonably request. The parties understand that if such tax reporting documentation is not provided and certified to the Escrow Agent, upon execution of this Agreement, each Stockholder’s respective taxpayer identification number documented by the appropriate Form W-9, or the appropriate Form W-8 for non-resident alien certification. In addition, the Stockholder Representative shall provide the Escrow Agent with may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any other information reasonably requested by amounts otherwise payable hereunder. (d) Notwithstanding anything to the contrary, the Escrow Agent in connection with shall be entitled to withhold and shall withhold from any payment from any Escrow Account, including any Earnings thereon, any amount required reporting to any taxing authoritybe withheld by applicable law. The parties acknowledge that Escrow Agent shall timely remit any withheld amounts to the failure to so provide such forms or information may prevent or delay disbursements from the Indemnity Escrow Fund and the Representative Expense Fund and may also result in the assessment of a penalty and the Escrow Agent’s being required to withhold tax on any interest or other income earned on the Indemnity Escrow Fund and the Representative Expense Fundappropriate taxing authorities. Any payments of income amount so withheld shall be subject treated for purposes of this Agreement as having been paid to applicable withholding regulations then in force in the United States or any other jurisdiction, as applicableintended recipient and shall be an offset to the amount otherwise payable to such recipient.

Income and Taxes. (a) All net income or net gain from investments Any Earnings shall be credited to, and shall become a part of, the Escrow Fund and shall be invested as provided in Section 2.1 until disbursed to Sellers in accordance with the terms hereof. The parties agree that the Sellers (based on each Seller’s applicable percentage as set forth on Annex A attached hereto (such schedule, the “Sellers’ Applicable Percentage Schedule”)) shall be treated as the owners of the Indemnity Escrow Fund (other than (i) income in respect of the amount of a downwards adjustment of the Purchase Price or (ii) income in respect of the amount of a Claim, each of which shall be paid to the Acquiror) and the Representative Expense Fund will, for income tax purposes, be for and will report all Earnings earned on, or derived from, the account Escrow Fund as the income or gain of the Stockholders, pro rata Sellers in accordance with Schedule A hereto. All the taxable year in which such income shall be paid at such times as specified in Section 3, 4 or 6 with respect to payment of amounts in the Indemnity Escrow Fund is properly includible and the Representative Expense Fund (andSellers will hold the Purchasers harmless from any taxes attributable thereto, with respect whether or not the Earnings were distributed by the Escrow Agent to the Indemnity Escrow Fund, in the same proportion as the aggregate amount of payments from such Indemnity Escrow Fund to the Stockholders or the Acquiror, as the case may be, bears to the total amount initially deposited in such Indemnity Escrow Fund by the Acquiror). Any such payments to the Stockholders shall be made to each Stockholder pro rata in accordance with Schedule A hereto. The Escrow Agent shall provide to the Stockholder Representative and the Acquiror its standard monthly statement concerning the Indemnity Escrow Fund and the Representative Expense Fund, which shall include information with respect to Sellers during any earnings, disbursements and losses during the period covered by the statement. The Escrow Agent shall also provide such additional information to the Stockholder Representative and/or the Acquiror as reasonably requested by such parties from time to timeparticular year. (b) The Stockholder Representative Escrow Agent shall provide report to the Internal Revenue Service, as of each calendar year-end, all Earnings earned on any sum held in the Escrow Fund as and to the extent required by law. (c) Prior to the date hereof, the Purchasers and the Sellers have provided the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may reasonably request. The parties understand that if such tax reporting documentation is not provided and certified to the Escrow Agent, upon execution of this Agreement, each Stockholder’s respective taxpayer identification number documented by the appropriate Form W-9, or the appropriate Form W-8 for non-resident alien certification. In addition, the Stockholder Representative shall provide the Escrow Agent with may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any other information reasonably requested by amounts otherwise payable hereunder. (d) Notwithstanding anything to the contrary, the Escrow Agent in connection with shall be entitled to withhold from any payment of the Escrow Fund, including, for this purpose, any Earnings, to the Sellers, on behalf of the Sellers, any amount required reporting to any taxing authoritybe withheld by applicable law. The parties acknowledge that Escrow Agent shall timely remit any withheld amounts to the failure to so provide such forms or information may prevent or delay disbursements from the Indemnity Escrow Fund and the Representative Expense Fund and may also result in the assessment of a penalty and the Escrow Agent’s being required to withhold tax on any interest or other income earned on the Indemnity Escrow Fund and the Representative Expense Fundappropriate taxing authorities. Any payments of income amount so withheld shall be subject treated for purposes of this Agreement as having been paid to applicable withholding regulations then in force in the United States or any other jurisdictionSellers, as applicableon behalf of the Sellers, and shall be an offset to such amount.