Income Tax Allocation and Reporting. (a) Each Party agrees that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company and all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by such Party, whether or not such income was disbursed during such calendar year. Notwithstanding anything to the contrary herein, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to the Escrow Property, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the Escrow Agent shall be entitled to request and receive written instructions from the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the Parties.
(b) Prior to the execution of this Escrow Agreement, or within two days thereafter, each Party shall 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 request. Each Party understands 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 interest or other income earned on the investment of the Escrow Property.
(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 Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly and severally, hereby indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may...
Income Tax Allocation and Reporting. (a) The Parties agree that, for tax reporting purposes, all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by FBR, whether or not such income was disbursed during such calendar year.
(b) In connection with the execution of this Escrow Agreement, the Parties shall 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 interest or other income earned on the investment of the Escrow Property.
(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 Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Company and FBR shall, on a joint and several basis, 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 Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.4(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.
Income Tax Allocation and Reporting. (a) The Parties agree that, for tax reporting purposes, Holdings LP shall be treated as owning the Escrow Property.
(b) For certain payments made pursuant to this Agreement, the Escrow Agent may be required to make a “reportable payment” or “withholdable payment” and in such cases the Escrow Agent shall have the duty to act as a payor or withholding agent, respectively, that is responsible for any tax withholding and reporting required under Chapters 3, 4, and 61 of the United States Internal Revenue Code of 1986, as amended (the “Code”). The Escrow Agent shall have the sole right to make the determination as to which payments are “reportable payments” or “withholdable payments.” All parties to this Agreement shall provide an executed IRS Form W-9 or appropriate IRS Form W-8 (or, in each case, any successor form) to the Escrow Agent prior to the date hereof, and shall promptly update any such form to the extent such form becomes obsolete or inaccurate in any respect. The Escrow Agent shall have the right to request from any Party to this Agreement, or any other person or entity entitled to payment hereunder, any additional forms, documentation or other information as may be reasonably necessary for the Escrow Agent to satisfy its reporting and withholding obligations under the Code. To the extent any such forms to be delivered under this Section 1.5(b) are not provided prior to the date hereof or by the time the related payment is required to be made or are determined by the Escrow Agent to be incomplete and/or inaccurate in any respect, the Escrow Agent shall be entitled to withhold (without liability) a portion of any income derived from the Escrow Property or on any such payments hereunder to the extent withholding is required under Chapters 3, 4, or 61 of the Code, and shall have no obligation to gross up any such payment.
(c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, severally and not jointly, 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 Units unless such tax, late payment, interest, penalty or other expense was directly caused by the gross negligence or willful misconduct of the E...
Income Tax Allocation and Reporting. The Parties agree that, for tax reporting purposes, all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by MarkWest Liberty, whether or not such income was disbursed during such calendar year.
Income Tax Allocation and Reporting. (a) The Parties agree that, for tax reporting purposes, all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by the JGB Holders whether or not such income was disbursed during such calendar year.
(b) Prior to closing, the Parties shall 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 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 interest or other income earned on the investment of the Escrow Property.
(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 Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, 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 Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.4(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.
Income Tax Allocation and Reporting. The parties agree that, any interest, dividends or other amounts earned on, or distributed with respect to, the Escrow Fund shall be treated by NewCo and Parent as currently reportable income, for all tax purposes, of NewCo and, notwithstanding anything in this Escrow Agreement to the contrary, promptly upon the written request of NewCo, the Escrow Agent shall distribute to NewCo any amounts necessary to fund the payment of any taxes payable by NewCo, at an assumed 40% tax rate, on any such interest, dividends or other amounts earned on, or distributed with respect to, the Escrow Fund. The Escrow Agent annually shall file information returns with the IRS and shall deliver appropriate payee statements to NewCo. NewCo shall provide the Escrow Agent with all forms and information necessary to complete such information returns and payee statements for NewCo.
Income Tax Allocation and Reporting. (a) At the time of or prior to execution of this Escrow Agreement, any 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 such 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 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.
(b) For tax purposes, interest and other income from all investments and reinvestments of the Escrow Amount shall be allocated and reported to Buyer. Buyer agrees to provide the Escrow Agent with a certified tax identification number by signing and returning a IRS Form W-9 to the Escrow Agent prior to the date on which any interest and other income earned on the investment and reinvestment of the Escrow Amount is credited to such Escrow Amount. Seller shall provide its certified tax identification number to the Escrow Agent on IRS Form W-9, properly completed and signed, prior to any distribution of the Escrow Amount.
Income Tax Allocation and Reporting. (a) Each Party agrees that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company and all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by such Party, whether or not such income was disbursed during such calendar year. Notwithstanding anything to the contrary herein, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to the Escrow Property, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the Escrow Agent shall be entitled to request and receive written instructions from the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the Parties.
Income Tax Allocation and Reporting. (a) The Parties agree that, for tax reporting purposes, all interest and other income from investment of the Escrow Amount (or any other amount held from time to time in the Escrow Account) shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by Buyer, whether or not such income was disbursed during such calendar year.
(b) The Escrow Agent shall prepare and timely file any tax information returns that it is required by applicable Law to file. On or prior to the Closing, the Parties shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate Internal Revenue Service Forms W-9 or W-8 and such other tax forms and documents that the Escrow Agent may reasonably request to satisfy its reporting and withholding obligations under the Internal Revenue Code of 1986, as amended (the “Code”). The Parties understand that if such tax reporting documentation is not provided to the Escrow Agent, the Escrow Agent may be required by the Code and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow Amount.
Income Tax Allocation and Reporting. Escrow Agent does not have any interest in the Escrow Fund but is serving as escrow holder only and as having possession of the Escrow Fund only for purposes of this Agreement. All Income earned from investment of the Escrow Amount shall, as of the end of each calendar, be reported as having been earned by Seller, whether or not such Income was disbursed during such calendar year, and Seller shall take into account for tax purposes all such Income and shall be entitled to any related deductions, credits and losses. No later than fifteen (15) days following the end of each calendar quarter in which Income is earned on the Escrow Amount, the Escrow Agent shall distribute funds in the Escrow Account to Seller in an amount equal to the net amount of such Income during such calendar quarter, by wire transfer to the authorized account of Seller set forth on Exhibit C. Any payments of Income from the Escrow Account shall be subject to withholding regulations then in force with respect to United States taxes. The Seller will provide Escrow Agent with appropriate executed and correct Internal Revenue Forms W-9, W-8 or W-8BEN-E, as the case may be, for U.S. tax purposes, and will inform Escrow Agent as to the proper allocation of Income in respect of the Escrow Fund for annual and periodic tax and other reporting purposes. It is understood that Escrow Agent shall be responsible for tax reporting only with respect to Income earned on investment of funds that are a part of the Escrow Fund and is not responsible for any other tax reporting.
