Patriot Act Disclosure/Taxpayer Identification Numbers/Tax Reporting. (a) Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA Patriot Act”) requires the Escrow Agent to implement reasonable procedures to verify the identity of any person or entity that opens a new account with it. Accordingly, each of the Company, TipTop and the Sponsor acknowledge that Section 326 of the USA PATRIOT Act and the Escrow Agent’s identity verification procedures require the Escrow Agent to obtain information which may be used to confirm the identity of the Company, TipTop, or the Sponsor, including such person or entity’s name, address and organizational documents (“identifying information”). The Company, TipTop and the Sponsor agree to provide the Escrow Agent with and consent to the Escrow Agent obtaining from third parties any such identifying information required as a condition of opening an account with or using any service provided by the Escrow Agent. (b) Such underlying transaction does not constitute an installment sale requiring any tax reporting or withholding of imputed interest or original issue discount to the IRS or other taxing authority.
Appears in 3 contracts
Samples: Merger Agreement (Abri SPAC I, Inc.), Assurance Escrow Agreement (Abri SPAC I, Inc.), Assurance Escrow Agreement (Abri SPAC I, Inc.)
Patriot Act Disclosure/Taxpayer Identification Numbers/Tax Reporting. (a) Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA Patriot Act”) requires the Escrow Agent to implement reasonable procedures to verify the identity of any person or entity that opens a new account with it. Accordingly, each of the Company, TipTop Purchaser and the Sponsor Stockholder Representative acknowledge that Section 326 of the USA PATRIOT Act and the Escrow Agent’s identity verification procedures require the Escrow Agent to obtain information which may be used to confirm the identity of the Purchaser, Stockholder Representative or any of the stockholders of the Company, TipTop, or the Sponsor, including such person or entity’s name, address and organizational documents (“identifying information”). The Company, TipTop Purchaser and the Sponsor Stockholder Representative agree to provide the Escrow Agent with and consent to the Escrow Agent obtaining from third parties any such identifying information required as a condition of opening an account with or using any service provided by the Escrow Agent.
(b) Such underlying transaction does not constitute an installment sale requiring any tax reporting or withholding of imputed interest or original issue discount to the IRS or other taxing authority.
Appears in 2 contracts
Samples: Share Escrow Agreement (Nuvve Holding Corp.), Share Escrow Agreement (NB Merger Corp.)
Patriot Act Disclosure/Taxpayer Identification Numbers/Tax Reporting. (a) Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA Patriot Act”) requires the Escrow Agent to implement reasonable procedures to verify the identity of any person or entity that opens a new account with it. Accordingly, each of the Company, TipTop Purchaser and the Sponsor Stockholder Representative acknowledge that Section 326 of the USA PATRIOT Act and the Escrow Agent’s identity verification procedures require the Escrow Agent to obtain information which may be used to confirm the identity of the CompanyPurchaser, TipTop, Stockholder Representative or any of the SponsorStockholders, including such person or entity’s name, address and organizational documents (“identifying information”). The Company, TipTop Purchaser and the Sponsor Stockholder Representative agree to provide the Escrow Agent with and consent to the Escrow Agent obtaining from third parties any such identifying information required as a condition of opening an account with or using any service provided by the Escrow Agent.
(b) Such underlying transaction does not constitute an installment sale requiring any tax reporting or withholding of imputed interest or original issue discount to the IRS or other taxing authority.
Appears in 2 contracts
Samples: Earnout Share Escrow Agreement (Nuvve Holding Corp.), Earnout Share Escrow Agreement (NB Merger Corp.)
Patriot Act Disclosure/Taxpayer Identification Numbers/Tax Reporting. (a) Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA Patriot Act”) requires the Escrow Agent to implement reasonable procedures to verify the identity of any person or entity that opens a new account with it. Accordingly, each of the Company, TipTop and the Sponsor acknowledge parties acknowledges that Section 326 of the USA PATRIOT Act and the Escrow Agent’s identity verification procedures require the Escrow Agent to obtain information which may be used to confirm the identity of the Companysuch Indemnified Party Representative, TipTop, Securityholder Representative or the Sponsorany Company Securityholders, including such person or entity’s name, address and organizational documents (“identifying information”). The Company, TipTop and the Sponsor parties agree to provide the Escrow Agent with and consent to the Escrow Agent obtaining from third parties any such identifying information required as a condition of opening an account with or using any service provided by the Escrow Agent.
(b) Such underlying transaction does not constitute an installment sale requiring any The parties hereto agree that Parent shall be treated as the owner of the Escrow Shares for U.S. federal and applicable state and local income tax reporting or withholding of imputed interest or original issue discount to the IRS or other taxing authoritypurposes.
Appears in 2 contracts
Samples: Merger Agreement (Abri SPAC I, Inc.), Indemnification Escrow Agreement (Abri SPAC I, Inc.)
Patriot Act Disclosure/Taxpayer Identification Numbers/Tax Reporting. (a) Patriot Act Disclosure. Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA Patriot PATRIOT Act”) requires the Escrow Agent to implement reasonable procedures to verify the identity of any person or entity Person that opens a new account with it. Accordingly, each of the Company, TipTop Pubco and the Sponsor acknowledge SPAC Representative acknowledges that Section 326 of the USA PATRIOT Act and the Escrow Agent’s Agents’ identity verification procedures require the Escrow Agent to obtain information which may be used to confirm Pubco’s and the SPAC Representative’s identity of the Company, TipTop, or the Sponsor, including such person or entity’s without limitation name, address and organizational documents (“identifying information”). The Company, TipTop Each of Pubco and the Sponsor agree SPAC Representative agrees to provide the Escrow Agent with and consent to the Escrow Agent obtaining from third parties any such identifying information required as a condition of opening an account with or using any service provided by the Escrow Agent.
(b) Such underlying transaction does not constitute an installment sale requiring any tax reporting or withholding of imputed interest or original issue discount to the IRS or other taxing authority.
Appears in 2 contracts
Samples: Share Escrow Agreement (PS International Group Ltd.), Share Escrow Agreement (AIB Acquisition Corp)
Patriot Act Disclosure/Taxpayer Identification Numbers/Tax Reporting. (a) Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA Patriot Act”) requires the Escrow Agent to implement reasonable procedures to verify the identity of any person or entity that opens a new account with it. Accordingly, each of the Company, TipTop Parent and the Sponsor Company Representative acknowledge that Section 326 of the USA PATRIOT Act and the Escrow Agent’s identity verification procedures require the Escrow Agent to obtain information which may be used to confirm the identity of Parent, the Company Representative or any of the stockholders of the Company, TipTop, or the Sponsor, including such person or entity’s name, address and organizational documents (“identifying information”). The Company, TipTop Parent and the Sponsor Company Representative agree to provide the Escrow Agent with and consent to the Escrow Agent obtaining from third parties any such identifying information required as a condition of opening an account with or using any service provided by the Escrow Agent.
(b) Such underlying transaction does not constitute an installment sale requiring any tax reporting or withholding of imputed interest or original issue discount to the IRS or other taxing authority.
Appears in 1 contract
Patriot Act Disclosure/Taxpayer Identification Numbers/Tax Reporting. (a) Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA Patriot Act”) requires the Escrow Agent to implement reasonable procedures to verify the identity of any person or entity that opens a new account with it. Accordingly, each of the Company, TipTop Parent and the Sponsor Company Representatives acknowledge that Section 326 of the USA PATRIOT Act and the Escrow Agent’s identity verification procedures require the Escrow Agent to obtain information which may be used to confirm the identity of Parent, the Company Representatives or any of the stockholders of the Company, TipTop, or the Sponsor, including such person or entity’s name, address and organizational documents (“identifying informationIdentifying Information”). The Company, TipTop Parent and the Sponsor Company Representatives agree to provide the Escrow Agent with and consent to the Escrow Agent obtaining from third parties any such identifying information Identifying Information required as a condition of opening an account with or using any service provided by the Escrow Agent..
(b) Such underlying transaction does not constitute an installment sale requiring any tax reporting or withholding of imputed interest or original issue discount to the IRS or other taxing authority.
Appears in 1 contract
Samples: Stock Escrow Agreement (Digital Health Acquisition Corp.)
Patriot Act Disclosure/Taxpayer Identification Numbers/Tax Reporting. (a) Patriot Act Disclosure. Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA Patriot PATRIOT Act”) requires the Escrow Agent to implement reasonable procedures to verify the identity of any person or entity that opens a new account with it. Accordingly, each of the Company, TipTop Purchaser and the Sponsor Members’ Representative acknowledge that Section 326 of the USA PATRIOT Act and the Escrow Agent’s Agents’ identity verification procedures require the Escrow Agent to obtain information which may be used to confirm the identity of the Company, TipTop, Purchaser or the Sponsor, Members’ Representative including such person or entity’s without limitation name, address and organizational documents (“identifying information”). The Company, TipTop Purchaser and the Sponsor agree Members’ Representative agrees to provide the Escrow Agent with and consent to the Escrow Agent obtaining from third parties any such identifying information required as a condition of opening an account with or using any service provided by the Escrow Agent.
(b) Such underlying transaction does not constitute an installment sale requiring any tax reporting or withholding of imputed interest or original issue discount to the IRS or other taxing authority.
Appears in 1 contract
Samples: Share Escrow Agreement (BurgerFi International, Inc.)