IRS Form W Sample Clauses

IRS Form W. 9/IRS FORM W-8
Sample 1
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IRS Form W. 9 or IRS Form W-8. Each shareholder surrendering Shares for payment is required to provide Repligen with a correct Taxpayer Identification Number (“TIN”) and certain other information on an appropriate Form W-9 (attached hereto), or an appropriate IRS Form W-8 (available online at xxx.xxx.xxx). THIS RESIGNATION AND GENERAL RELEASE (the “Release”) is being delivered by the undersigned pursuant to Section 6.13 of the Agreement and Plan of Merger and Reorganization, dated as of June 22, 2017, among Spectrum, Inc., a California corporation (the “Company”), Repligen Corporation, a Delaware corporation (“Repligen”), Top Hat, Inc., a California corporation, Swing Time, LLC, a Delaware limited liability company, and Xxx X. Xxxxxxxx, as the Securityholder Representative (the “Merger Agreement”). All capitalized terms not otherwise defined in this Release shall have the meanings assigned thereto in the Merger Agreement. (a) The undersigned hereby resigns as a director and officer (to the extent the undersigned holds such positions or office)[, and from the undersigned’s position as an employee,] of the Company [and its Subsidiaries] effective as of the Effective Time. (b) The undersigned, on behalf of himself and his descendants, ancestors, heirs, executors, successors, assigns and administrators (collectively, “Releasor”), hereby releases, remises, acquits and forever discharges, and agrees to indemnify and hold harmless, (i) the Company, (ii) each Affiliate of the Company, (iii) Repligen and (iv) each of their respective predecessors, successors, assigns, officers, directors, shareholders, manager, members, representatives, insurers, attorneys, employees and agents, past, present and future, in their respective capacities as such (collectively, “Releasees”), from and against any and all claims, demands, obligations, causes of action, debts, expenses, damages, judgments, orders and liabilities of whatever kind or nature, in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, matured or unmatured, and whether concealed or hidden, which the undersigned now owns or holds or has at any time heretofore owned or held or had, or may at any time own or hold or have (collectively, “Claims”), against the Releasees or any of them, including without limitation Claims arising out of or in any way connected to any transactions, occurrences, acts or omissions regarding or relating to his employment or service with the Company (including the Company’s...
Sample 1

Related to IRS Form W

  • IRS Forms If requested by the Representative, the Company shall deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form.

  • Form W-9 Such Selling Stockholder shall deliver to the Custodian or the Representatives, as appropriate, prior to the First Closing Date, a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof).

  • IRS IRS shall mean the Internal Revenue Service.

  • Tax Forms (a) (i) Each Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “Foreign Lender”) shall deliver to the Administrative Agent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Foreign Lender by the Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower pursuant to this Agreement) or such other evidence satisfactory to the Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax, including any exemption pursuant to Section 881(c) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Administrative Agent such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to the Borrower and the Administrative Agent of any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower pursuant to this Agreement, (B) promptly notify the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (C) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws that the Borrower make any deduction or withholding for taxes from amounts payable to such Foreign Lender.

  • Income Tax Returns Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.

  • Signature on Returns; Tax Matters Partner (a) The Owner Trustee shall sign, on behalf of the Trust, the tax returns of the Trust. (b) The Depositor, as a Certificateholder, shall be designated the “tax matters partner” of the Trust pursuant to Section 6231(a)(7)(A) of the Code and applicable Treasury Regulations.

  • Tax Return “Tax Return” shall mean any return (including any information return), report, statement, declaration, estimate, schedule, notice, notification, form, election, certificate or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax.

  • Federal Income Tax Elections The Member shall make all elections for federal income tax purposes.

  • Preparation of Tax Returns The General Partner shall arrange for the preparation and timely filing of all returns of Partnership income, gains, deductions, losses and other items required of the Partnership for federal and state income tax purposes and shall use all reasonable efforts to furnish, within ninety (90) days of the close of each taxable year, the tax information reasonably required by Limited Partners for federal and state income tax reporting purposes.

  • FIRPTA Certificate An affidavit from Contributor certifying pursuant to Section 1445 of the Internal Revenue Code that Contributor is not a foreign corporation, foreign partnership, foreign trust, foreign estate or foreign person (as those terms are defined in the Internal Revenue Code and the Income Tax Regulations promulgated thereunder), in form and substance satisfactory to Acquirer.

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