Common use of Income and Taxes Clause in Contracts

Income and Taxes. (a) 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 Escrow Fund for income tax purposes, and will report all Earnings earned on, or derived from, the Escrow Fund as the income or gain of the Sellers in the taxable year in which such income is properly includible and the Sellers will hold the Purchasers harmless from any taxes attributable thereto, whether or not the Earnings were distributed by the Escrow Agent to the Sellers during any particular year. (b) The 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 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, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any amounts otherwise payable hereunder. (d) Notwithstanding anything to the contrary, the Escrow Agent 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 to be withheld by applicable law. The Escrow Agent shall timely remit any withheld amounts to the appropriate taxing authorities. Any amount so withheld shall be treated for purposes of this Agreement as having been paid to the Sellers, on behalf of the Sellers, and shall be an offset to such amount.

Income and Taxes. (a) Any Earnings shall be credited toa. The Parties agree that, for Tax reporting purposes, all interest 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 other income from investment of the Escrow Fund for income tax purposesshall be allocable to Indemnified Party pursuant to Section 468B(g) of the Internal Revenue Code of 1986, as amended, and Proposed Treasury Regulations Section 1.468B-8. The Escrow Agent will provide to Indemnified Party and Indemnitor a monthly statement with respect to any earnings, disbursements and losses during the period covered by the statement, and will report all Earnings earned ontimely issue Forms 1099 to Indemnified Party with respect to income allocated to Indemnified Party, or derived from, the Escrow Fund as the income or gain of the Sellers in the taxable year in which such income is properly includible and the Sellers will hold the Purchasers harmless from any taxes attributable thereto, whether or not the Earnings were distributed by the Escrow Agent to the Sellers during any particular year. (b) The 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 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, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended. The Escrow Agent will also provide such additional information to Indemnitor and/or Indemnified Party as reasonably requested by either of them from time to time, including monthly statements with respect to any earnings, disbursements and losses. 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 acknowledge that the failure to so provide such forms or information may prevent or delay disbursements from the Escrow Fund and may also result in the assessment of a penalty and the regulations promulgated thereunder, Escrow Agent’s being required to withhold a portion tax on any interest or other income earned on the Escrow Fund. Any payments of income 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 amounts otherwise payable hereunder. (d) Notwithstanding anything to taxes in respect of income derived from the contraryinvestment 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 entitled assessed against the Escrow Agent on or with respect to withhold from any payment 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 Fund, including, for Agent. The indemnification provided by this purpose, any Earnings, Section 12.c is in addition to the Sellers, on behalf indemnification provided in Section 8 and shall survive the resignation or removal of the Sellers, any amount required to be withheld by applicable law. The Escrow Agent shall timely remit any withheld amounts to and the appropriate taxing authorities. Any amount so withheld shall be treated for purposes termination of this Agreement as having been paid to the Sellers, on behalf of the Sellers, and shall be an offset to such amountAgreement.

Income and Taxes. (a) Any Adjustment Earnings or Indemnity Earnings shall be credited to, and shall become a part of, the Escrow Fund Adjustment Amount or the Indemnity Amount, respectively, and shall be invested as provided in Section 2.1 until disbursed to Sellers in accordance with the terms hereofhereof and the terms of the Merger Agreement. The parties agree that the Sellers Company Holders (based on each SellerCompany Holder’s applicable percentage as set forth on Annex A Schedule III attached hereto (such schedulehereto, the “Sellers’ Applicable Percentage Schedule”)contents of which will be provided and updated by the Shareholder Representative as soon as possible following the date hereof) shall be treated as the owners of the Escrow Fund Funds for income tax purposes, and will report all Adjustment Earnings and Indemnity Earnings earned on, or derived from, the Escrow Fund Funds as the income or gain of the Sellers Company Holders in the taxable year in which such income is properly includible (subject to Sections 2.5 and the Sellers will hold the Purchasers harmless from any taxes attributable thereto, whether or not the Earnings were distributed by the Escrow Agent to the Sellers during any particular year11.8 of this Agreement). (b) The 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 Fund Accounts as and to the extent required by law. (c) Prior to As promptly as practicable after the date hereof, the Purchasers Parent and the Sellers have provided Shareholder Representative 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, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any amounts otherwise payable hereunder. (d) Notwithstanding anything to the contrary, the Escrow Agent shall be entitled to withhold and shall withhold from any payment of the from any Escrow FundAccount, including, for this purpose, including any Earnings, to the Sellers, on behalf of the SellersEarnings thereon, any amount required to be withheld by applicable law. The Escrow Agent shall timely remit any withheld amounts to the appropriate taxing authorities. Any amount so withheld shall be treated for purposes of this Agreement as having been paid to the Sellers, on behalf of the Sellers, intended recipient and shall be an offset to the amount otherwise payable to such amountrecipient.

Income and Taxes. (a) Any Earnings 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 credited topaid to the Acquiror) and the Representative Expense Fund will, 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 Escrow Fund for income tax purposes, and will report all Earnings earned onbe 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 derived from, 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 income aggregate amount of payments from such Indemnity Escrow Fund to the Stockholders or gain of the Sellers Acquiror, as the case may be, bears to the total amount initially deposited in such Indemnity Escrow Fund by the taxable year Acquiror). Any such payments to the Stockholders shall be made to each Stockholder pro rata in which such income is properly includible accordance with Schedule A hereto. The Escrow Agent shall provide to the Stockholder Representative and the Sellers will hold Acquiror its standard monthly statement concerning the Purchasers harmless from Indemnity Escrow Fund and the Representative Expense Fund, which shall include information with respect to any taxes attributable theretoearnings, whether or not disbursements and losses during the Earnings were distributed period covered by the statement. The Escrow Agent shall also provide such additional information to the Sellers during any particular yearStockholder Representative and/or the Acquiror as reasonably requested by such parties from time to time. (b) The Escrow Agent Stockholder Representative shall 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 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 may be required with any other information reasonably requested by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any amounts otherwise payable hereunder. (d) Notwithstanding anything to the contrary, 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 entitled subject to withhold from applicable withholding regulations then in force in the United States or any payment of the Escrow Fundother jurisdiction, including, for this purpose, any Earnings, to the Sellers, on behalf of the Sellers, any amount required to be withheld by applicable law. The Escrow Agent shall timely remit any withheld amounts to the appropriate taxing authorities. Any amount so withheld shall be treated for purposes of this Agreement as having been paid to the Sellers, on behalf of the Sellers, and shall be an offset to such amountapplicable.