Common use of Income Tax Allocation and Reporting Clause in Contracts

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. (a) The Parties agree that, for all tax reporting purposes, all interest and other income from investment of the Escrow Property Trust Shares or gain recognized from any disposition of the Trust Shares shall, as of the end of each calendar year and to the extent required by the Internal Revenue Serviceyear, be reported as having been earned by the JGB Holders Majority Sellers, in the pro rata portion indicated by their respective ownership of Trust Shares as set forth in Section 1.3 above, whether or not such income was disbursed during such calendar year. (b) Prior to closingthe execution of this Trust Agreement, the Parties shall provide the Escrow Agent Trustee with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent Trustee may request. The Parties understand that if such tax reporting documentation is not provided and certified to the Escrow AgentTrustee, the Escrow Agent Trustee may be required by the Internal Revenue Code of 1986, as amended, and the regulations Regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow PropertyTrust Shares. (c) To the extent that the Escrow Agent Trustee becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow PropertyTrust Shares, the Escrow Agent Trustee shall satisfy such liability to the extent possible from the Escrow PropertyTrust Shares. The Parties, jointly and severally, Majority Sellers shall indemnify, defend and hold the Escrow Agent Trustee harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent Trustee on or with respect to the Escrow Property Trust Shares 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 AgentTrustee. The indemnification provided by this Section 1.4(c1.10(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent Trustee and the termination of this Escrow Trust Agreement.

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 Company, 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. (a) The Parties agree Company agrees that, for tax reporting purposes, all interest and other income from investment of the Escrow Escrowed 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 Company, whether or not such income was disbursed during such calendar year. (b) Prior to closingConcurrently with the execution and delivery of this Escrow and Security Agreement, the Parties Company 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 Company 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 Escrowed 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, Company 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 Escrowed Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was directly caused by the gross negligence negligence, bad faith or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.4(c2.04(c) is in addition to the indemnification provided in Section 3.1 4.02 hereof and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow and Security Agreement.