Common use of OWNERSHIP FOR TAX PURPOSES Clause in Contracts

OWNERSHIP FOR TAX PURPOSES. For purposes of federal and other taxes based on income, Seller will be treated as owner of the Escrow Fund and shall report all income, if any, that is earned on, or derived from, the Escrow Fund as its income and in the taxable year or years in which such income is properly includible, and pay any taxes attributable thereto. All interest or other income earned under the Escrow Agreement shall be allocated to Seller and reported, to the extent required by law, by the Escrow Agent to the IRS or any other taxing authority, as applicable, on IRS form 1099 or 1042S (or other appropriate form) as income earned from the Escrow Fund by the Seller whether or not said income has been distributed during the year. Any other tax returns required to be filed will be prepared and filed by the Seller with the IRS and any other taxing authority as required by law including but not limited to any applicable reporting or withholding pursuant to the Foreign Investment in Real Property Tax Act (“FIRPTA”). The parties hereto acknowledge and agree that the Escrow Agent shall have no responsibility for the preparation and/or filing of any tax return or any applicable FIRPTA reporting with respect to the Escrow Fund. The Escrow Agent shall withhold any taxes it deems appropriate, including but not limited to required withholding in the absence of proper tax documentation, and shall remit such taxes to the appropriate authorities as it determines may be required by any law or regulation in effect at the time of the distribution.

OWNERSHIP FOR TAX PURPOSES. For purposes of federal and other taxes based on income, Seller will be treated as owner of the Escrow Fund and shall report all income, if any, that is earned on, or derived from, the Escrow Fund as its income and in the taxable year or years in which such income is properly includible, and pay any taxes attributable thereto. All interest or other income earned under the Escrow Agreement shall be allocated to each Seller Entity in accordance with the ownership percentages set forth in the Allocation Schedule and reported, to the extent required by law, by the Escrow Agent to the IRS or any other taxing authority, as applicable, on IRS form 1099 or 1042S (or other appropriate form) as income earned from the Escrow Fund by the Seller whether or not said income has been distributed during the year. Any other tax returns required to be filed will be prepared and filed by the Seller with the IRS and any other taxing authority as required by law including but not limited to any applicable reporting or withholding pursuant to the Foreign Investment in Real Property Tax Act (“FIRPTA”). The parties hereto acknowledge and agree that the Escrow Agent shall have no responsibility for the preparation and/or filing of any tax return or any applicable FIRPTA reporting with respect to the Escrow Fund. The Escrow Agent shall withhold any taxes it deems appropriate, including but not limited to required withholding in the absence of proper tax documentation, and shall remit such taxes to the appropriate authorities as it determines may be required by any law or regulation in effect at the time of the distribution.

OWNERSHIP FOR TAX PURPOSES. For Buyer and Sellers’ Representative agree that, for purposes of federal federal, state and other taxes based on income, Seller the Sellers will be treated as the owner of the Escrow Fund Funds, and shall the Sellers will report all income, if any, that is earned on, or derived from, the Escrow Fund Funds as its their income and in the taxable year or years in which such income is properly includible, includible and pay any taxes attributable thereto. All interest or other income earned under the The Escrow Agreement Agent shall be allocated to Seller and reportedreport, to the extent required by law, by the Escrow Agent to the IRS or any other taxing authority, as applicable, any such income earned on the Escrow Funds on IRS form 1099 or 1042S (or other appropriate form) as income earned from the Escrow Fund by the Seller Sellers, in accordance with their pro-rata ownership percentages provided to the Escrow Agent by Sellers’ Representative along with the names, addresses and tax identification numbers of such Sellers, whether or not said income has been distributed during the year. Any other tax returns required to be filed will be prepared and filed by the Seller Sellers with the IRS and any other taxing authority as required by law including but not limited to any applicable reporting or withholding pursuant to the Foreign Investment in Real Property Tax Act (“FIRPTA”). The parties hereto acknowledge and agree that the Escrow Agent shall have no responsibility for the preparation and/or filing of any tax return or any applicable FIRPTA reporting with respect to the Escrow Fund. The Escrow Agent shall withhold any taxes it deems appropriateto the extent required by law, including but not limited to required withholding in the absence of proper tax documentation, and shall remit such taxes to the appropriate authorities as it determines may be required by any law or regulation in effect at the time of the distribution.