Information Returns. At the Closing or as soon thereafter as is practicable, Seller shall provide Purchaser with a list of all Deposits for which Seller has not received a properly completed Form W-8 and W-9 (or a substitute form meeting applicable requirements) or on which Seller is back-up withholding as of the Closing Date. Seller agrees to indemnify Purchaser in an amount equal to any penalty and interest imposed upon Purchaser by the IRS which Purchaser is thereafter required to, and does, pay to the IRS where such penalty and interest arises out of actions taken or omitted to be taken by Purchaser in reasonable reliance upon information provided under this Section 8.4 and such penalty and interest does not result from an act or omission of Purchaser not made in reasonable reliance upon such information. The term "interest" for purposes of this Section 8.4 means interest accrued prior to the receipt by Purchaser of a notice of Penalty from the IRS regarding Forms W-8 or W-9 for the Deposits. Purchaser shall timely notify Seller of such penalty notice prior to Purchaser's payment of any penalty or interest. Seller has the right, at its own expense, to protest such penalty and interest. Purchaser shall cooperate fully with respect to Seller's protest, including furnishing all relevant information, records, and documents.
Appears in 5 contracts
Samples: Purchase and Assumption Agreement (Heritage Oaks Bancorp), Purchase and Assumption Agreement (Central Coast Bancorp), Purchase and Assumption Agreement (Tehama Bancorp)
Information Returns. At the Closing or as soon thereafter as is practicable, Seller shall provide Purchaser Buyer with a list of all any Deposits for which Seller has not received a properly completed Form W-8 and W-9 (or a substitute form meeting applicable requirements) or on which Seller is back-up withholding as of the Closing Date. Seller agrees to indemnify Purchaser Buyer in an amount equal to any penalty and interest imposed upon Purchaser Buyer by the IRS which Purchaser Buyer is thereafter required to, and does, pay to the IRS where such penalty and interest arises out of actions taken or omitted to be taken by Purchaser Buyer in reasonable reliance upon information provided under this Section 8.4 8.3, and such penalty and interest does not result from an act or omission of Purchaser Buyer not made in reasonable reliance upon such information. The term "interest" for purposes of this Section 8.4 8.3 means interest accrued prior to the receipt by Purchaser Buyer of a notice of Penalty penalty from the IRS regarding Forms W-8 or W-9 for the Deposits. Purchaser Buyer shall timely notify Seller of such penalty notice prior to PurchaserBuyer's payment of any penalty or interest. Seller has the right, at its own expense, to protest such penalty and interest. Purchaser Buyer shall cooperate fully with respect to Seller's protest, including furnishing all relevant information, records, and documents.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Pacific State Bancorp)
Information Returns. At the Closing or as soon thereafter as is practicable, Seller shall provide Purchaser with a list of all Deposits for which Seller has not received a properly completed Form W-8 and W-9 (or a substitute form meeting applicable requirements) or on which Seller is back-up withholding as of the Closing Date. Seller agrees to indemnify Purchaser in an amount equal to any penalty and interest imposed upon Purchaser by the IRS which Purchaser is thereafter required to, and does, pay to the IRS where such penalty and interest arises out of actions taken or omitted to be taken by Purchaser in reasonable reliance upon information provided under this Section 8.4 and such penalty and interest does not result from an act or omission of Purchaser not made in reasonable reliance upon such information. The term "interest" for purposes of this Section 8.4 means interest accrued prior to the receipt by Purchaser of a notice of Penalty from the IRS regarding Forms W-8 or W-9 for the Deposits. Deposits Purchaser shall timely notify Seller of such penalty notice prior to Purchaser's payment of any penalty or interest. Seller has the right, at its own expense, to protest such penalty and interest. Purchaser shall cooperate fully with respect to Seller's protest, including furnishing all relevant information, records, information records and documents.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (National Bancshares Corp of Texas)