Common use of Payment of Federal, State and Local Taxes Clause in Contracts

Payment of Federal, State and Local Taxes. The parties recognize that the awards to eligible Claimants will be subject to applicable tax withholding and reporting, which will be handled as follows: The Claims Administrator shall serve as trustee of the Settlement Fund and shall act as a fiduciary with respect to the handling, management, and distribution of the Settlement, including the handling of tax-related issues and payments. Specifically, the Claims Administrator shall be responsible for withholding, remitting and reporting of the Claimant’s share of the payroll taxes from the Settlement Fund, and Xxxxxx Xxxxxxx shall be responsible for the employer’s share of payroll taxes as set forth in this section. The Special Master will establish, for tax purposes, the allocation of the payments made to Claimants to wages, interest, compensatory damages, or such other tax character of such payout as the Special Master may determine, based on the principles set forth in Treas. Reg. §1.468B-4 by reference to the claims pursuant to which distributions are made and as if Xxxxxx Xxxxxxx made such payments directly to Claimants. The Claims Administrator shall inform Xxxxxx Xxxxxxx in writing of the employer’s share of all taxes or contributions (i.e., FICA, FUTA, SUTA, and Medicare) required to be paid by Xxxxxx Xxxxxxx. Xxxxxx Xxxxxxx shall, within ten (10) business days of such notice, remit all such payments (net of the credit for opt outs, if any, as provided for in Section IV.C.9. above) to the Claims Administrator for payment to appropriate taxing authorities (“Employer Payroll Tax Payment”). The Claims Administrator shall be responsible for the timely reporting and remitting of the Employer Payroll Tax Payment to the appropriate taxing authorities and shall indemnify Xxxxxx Xxxxxxx for any penalty arising out of an incorrect calculation and/or interest with respect to late deposit of the same. Subject to the Claims Administrator’s obligation to comply with applicable laws, the parties anticipate that any amounts designated as interest shall not be subject to withholding and shall be reported, if required, to the IRS on Form 1099-INT. The amounts paid for emotional distress shall not be subject to withholding and shall be reported to the IRS on Form 1099-MISC. Except with respect to the Employer Payroll Tax Payment, the Claims Administrator shall be responsible to satisfy from the Settlement Fund any and all federal, state and local employment and withholding taxes, including, without limitation, federal and state income tax withholding, FICA, FUTA, SUTA, Medicare and any state employment taxes. The Claims Administrator shall satisfy all federal, state, local, and other reporting requirements (including any applicable reporting with respect to attorneys’ fees and other costs subject to reporting), and any and all taxes, penalties and other obligations with respect to the payments or distributions from the Settlement Fund not otherwise addressed herein. The Claims Administrator shall be responsible for procuring an executed Named Plaintiff or Class Member Release and Form W-9 from each Named Plaintiff prior to making any monetary allocations to such Named Plaintiff. The Claims Administrator shall be responsible for procuring an executed Class Member Release and Form W-9 from each eligible Claimant who is not a Named Plaintiff prior to making any monetary allocations to such Claimant. All (i) taxes (including any estimated taxes, interest or penalties) arising with respect to the income earned by the Settlement Fund, including any taxes or tax detriments that may be imposed on Xxxxxx Xxxxxxx with respect to income earned for any period during which the Settlement Fund does not qualify as a “Qualified Settlement Fund” for federal and state income tax purposes (hereinafter “Settlement Fund Taxes”), and (ii) expenses and costs incurred in connection with the operation and implementation of this paragraph (including, without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) any returns described herein or otherwise required to be filed pursuant to applicable authorities) (hereinafter “Settlement Fund Tax Expenses”), shall be paid out of the Settlement Fund. Further, Settlement Fund Taxes and Settlement Fund Tax Expenses shall be treated as a cost of the administration of the Settlement Fund. The parties hereto agree to cooperate with the Claims Administrator, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions set forth in this paragraph.

Payment of Federal, State and Local Taxes. The parties recognize that the awards a. Payments to eligible Claimants Settlement Class Members from the Account will be subject to applicable tax withholding and reportingreporting requirements and shall be made net of all applicable employment taxes, which will including, without limitation, federal, state and local income tax withholding and applicable FICA taxes. b. The Claims Administrator, as administrator of the QSF, and on behalf of the QSF, is expected to and shall carry out all the duties and obligations of the QSF in accordance with the Code and Treasury Regulations and all other applicable law, including in respect of all withholding and employment taxes and all information reporting requirements with respect thereto. c. The Claims Administrator, as administrator of the QSF, shall report that portion of the Settlement Fund payable as wages by the QSF to each eligible Claimant and to the United States Internal Revenue Service (“IRS”) and to other appropriate taxing authorities (each of the IRS and any such other taxing authority, a “Taxing Authority,” and collectively, “Taxing Authorities”) on an IRS Form W-2, or any other applicable form. Such amounts shall be handled subject to applicable employment taxes and withholding taxes, as follows: determined by the Claims Administrator as administrator of the QSF making such payments. d. The Claims Administrator shall serve as trustee of the Settlement Fund and shall act as a fiduciary with respect to the handling, management, and distribution of the Settlement, including the handling of tax-related issues and payments. Specifically, the Claims Administrator shall be responsible for withholding, remitting and reporting of the Claimant’s share of the payroll taxes pay from the Settlement Fund, and Xxxxxx Xxxxxxx shall be responsible for QSF the employer’s share of payroll U.S. federal employment taxes as set forth in this section. The Special Master will establish, for tax purposes, the allocation imposed under Sections 3111 and 3301 of the payments made to Claimants to wages, interest, compensatory damages, or such other tax character of such payout as the Special Master may determine, based on the principles set forth in Treas. Reg. §1.468B-4 by reference to the claims pursuant to which distributions are made and as if Xxxxxx Xxxxxxx made such payments directly to Claimants. The Claims Administrator shall inform Xxxxxx Xxxxxxx in writing of Code including without limitation the employer’s share of all taxes or contributions (i.e., FICA, FUTA, Medicare and any state and local taxes, including without limitation SUTA, and Medicare) required to be paid by Xxxxxx Xxxxxxx. Xxxxxx Xxxxxxx shall, within ten an employer on amounts treated as wages (10) business days of such notice, remit all such payments (net of U.S. federal, state and local taxes, collectively the credit for opt outs“Employer Payroll Taxes”). Neither Named Plaintiffs, if anytheir counsel, as provided for in Section IV.C.9. above) to Settlement Class Members nor the Claims Administrator shall seek payment for payment to appropriate taxing authorities (“Employer Payroll Tax Payment”). Taxes from Blue Sky or any Released Party. e. The Claims Administrator Administrator, as administrator of the QSF, shall report that portion of the Settlement Fund payable by the QSF to each eligible Claimant as statutory multiplier damages and interest to the Claimant and all applicable Taxing Authorities, to the extent required by law, under the Claimant’s name and U.S. federal taxpayer identification number on IRS Forms 1099, or other applicable form, and such payments shall be responsible made without deduction for the timely reporting taxes and remitting of the Employer Payroll Tax Payment to the appropriate taxing authorities and shall indemnify Xxxxxx Xxxxxxx for any penalty arising out of an incorrect calculation and/or interest with respect to late deposit of the same. Subject to withholdings, except as required by law, as determined by the Claims Administrator’s obligation to comply with applicable laws, as administrator of the parties anticipate that any amounts designated as interest shall not be subject to withholding and shall be reported, if required, to the IRS on Form 1099-INT. QSF making such payments. f. The amounts paid for emotional distress shall not be subject to withholding and shall be reported to the IRS on Form 1099-MISC. Except with respect to the Employer Payroll Tax Payment, the Claims Administrator shall be responsible to satisfy from the Settlement Fund any and all federal, state and local employment and withholding taxes, including, without limitation, federal federal, state and state local income tax withholding, and any U.S. federal taxes without limitation including FICA, FUTA, SUTAand Medicare, Medicare and any state employment taxes, including without limitation SUTA. The Claims Administrator shall satisfy all federal, state, local, and other reporting requirements (including without limitation any applicable reporting with respect to attorneys’ fees and other costs subject to reporting), and any and all taxes, together with interest and penalties imposed thereon, and other obligations with respect to the payments or distributions from the Settlement Fund not otherwise addressed herein. . g. The Claims Administrator shall be responsible for procuring an executed Named Plaintiff or Class Member Release and Form W-9 any required tax forms from each Named Plaintiff the Claimants prior to making any monetary allocations such payments or distributions. h. Named Plaintiffs, individually and on behalf of the Class, and Class Counsel and each of them acknowledge and agree that neither Blue Sky nor any Released Party has provided any advice as to such taxes including the taxability of the payments received pursuant to this Agreement. Blue Sky acknowledges and agrees that neither Named Plaintiff. The Claims Administrator shall be responsible for procuring an executed Plaintiffs nor Class Member Release and Form W-9 from each eligible Claimant who is not a Named Plaintiff prior to making Counsel has provided any monetary allocations to such Claimant. All (i) taxes (including any estimated taxes, interest or penalties) arising with respect advice as to the income earned by taxability of the Settlement Fund, including any taxes or tax detriments that may be imposed on Xxxxxx Xxxxxxx with respect to income earned for any period during which the Settlement Fund does not qualify as a “Qualified Settlement Fund” for federal and state income tax purposes (hereinafter “Settlement Fund Taxes”), and (ii) expenses and costs incurred in connection with the operation and implementation of this paragraph (including, without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) any returns described herein or otherwise required to be filed payments received pursuant to applicable authorities) (hereinafter “Settlement Fund Tax Expenses”), shall be paid out of the Settlement Fund. Further, Settlement Fund Taxes and Settlement Fund Tax Expenses shall be treated as a cost of the administration of the Settlement Fund. The parties hereto agree to cooperate with the Claims Administrator, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions set forth in this paragraphAgreement.

Payment of Federal, State and Local Taxes. The parties Parties recognize that the awards to eligible Claimants will be subject to applicable tax withholding and reportingreporting as specified in Section VI.A.3., which will be handled as follows: The Claims Administrator shall serve as trustee of the portion of the Settlement Fund devoted to paying claims (“Claims Fund”) and shall act as a fiduciary with respect to the handling, management, and distribution of the Settlementclaims, including the handling of tax-related issues and payments. Specifically, the Claims Administrator shall be responsible for withholding, remitting remitting, and reporting of the Claimant’s share of employer and the payroll taxes from the Settlement Fund, and Xxxxxx Xxxxxxx shall be responsible for the employer’s Claimants’ share of payroll taxes as set forth in this section. The Special Master will establish, for tax purposes, the allocation from wage portion of the payments made to Claimants to wages, interest, compensatory damages, or such other tax character of such payout as from the Special Master may determine, based on the principles set forth in Treas. Reg. §1.468B-4 by reference to the claims pursuant to which distributions are made and as if Xxxxxx Xxxxxxx made such payments directly to Claimants. The Claims Administrator shall inform Xxxxxx Xxxxxxx in writing of the employer’s share of all taxes or contributions (i.e., FICA, FUTA, SUTA, and Medicare) required to be paid by Xxxxxx Xxxxxxx. Xxxxxx Xxxxxxx shall, within ten (10) business days of such notice, remit all such payments (net of the credit for opt outs, if any, as provided for in Section IV.C.9. above) to the Claims Administrator for payment to appropriate taxing authorities (“Employer Payroll Tax Payment”)Class Settlement Fund. The Claims Administrator shall be responsible for the timely reporting and remitting of the Employer Payroll Tax Payment to the appropriate taxing authorities and shall indemnify Xxxxxx Xxxxxxx the Defendants for any penalty and all penalties and interest relating to such tax payments, including those arising out of an incorrect calculation and/or interest with respect to late deposit payment of the same. Subject to the Claims Administrator’s obligation to comply with applicable laws, the parties anticipate that any amounts designated as interest shall not be subject to withholding and shall be reported, if required, to the IRS on Form 1099-INTcorrect taxes. The amounts paid for emotional distress shall not be subject to withholding and shall be reported to the IRS on Form 1099-MISC. Except with respect to the Employer Payroll Tax Payment, the Claims Administrator shall be responsible to satisfy for satisfying from the Class Settlement Fund any and all federal, state and local employment and withholding taxes, including, without limitation, federal and state income tax withholding, FICA, FUTAMedicare, SUTA, Medicare and any state employment taxes. The Claims Administrator shall satisfy all federal, state, local, and other reporting requirements (including any applicable reporting with respect to attorneys’ fees and other costs and expenses subject to reporting), and any and all taxes, penalties penalties, and other obligations with respect to the payments or distributions from the Class Settlement Fund not otherwise addressed herein. The Claims Administrator shall be responsible for procuring an executed Named Plaintiff or Class Member Release and Form W-9 from each Named Plaintiff prior to making any monetary allocations to such Named Plaintiff. The Claims Administrator shall be responsible for procuring an executed Class Member Release and Form W-9 from each eligible Claimant who is not a Named Plaintiff prior to making any monetary allocations to such Claimant. All (i) taxes (including any estimated taxes, interest interest, or penalties) arising with respect to the income earned by the Class Settlement Fund, including any taxes or tax detriments that may be imposed on Xxxxxx Xxxxxxx the Defendants with respect to such income earned for any period during which the Class Settlement Fund does not qualify as a “Qualified Settlement Fund” for federal and state income tax purposes (hereinafter “Settlement Fund Taxes”), and (ii) expenses and costs incurred in connection with the operation and implementation of this paragraph Section (including, without limitation, expenses of tax attorneys and/or accountants and accountants, mailing and distribution costs costs, and expenses relating to filing (or failing to file) any returns described herein or otherwise required to be filed pursuant to applicable authorities) (hereinafter “Class Settlement Fund Tax Expenses”), shall be paid out of the Settlement Fund. Further, Settlement Fund Taxes and Settlement Fund Tax Expenses shall be treated as a cost of the administration of the Class Settlement Fund. The parties Parties hereto agree to cooperate with the Claims Administrator, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions set forth in this paragraphSection. Other than the withholding and reporting requirements set forth in Section VI.A.3., Claimants shall be solely responsible for the reporting and payment of any federal, state, and/or local income or other tax or any other withholdings, if any, on any of the payments made pursuant to this Settlement Agreement. The Defendants make no representations, and it is understood and agreed that the Defendants have made no representations, as to the taxability of any portions of the settlement payments to any Claimants, the payment of any cost or an award of attorney fees, or any payments to the Named Plaintiffs.

Payment of Federal, State and Local Taxes. The parties recognize that 1. Payments to the awards to eligible Claimants Named Plaintiff and other Class Members from the Escrow Account will be subject to applicable tax withholding and reporting requirements and shall be made net of all applicable employment taxes, including, without limitation, federal, state and local income tax withholding and applicable FICA and Medicare taxes. 2. The Notice Administrator, as administrator of the QSF, and on behalf of the QSF, is expected to and shall carry out all the duties and obligations of the QSF in accordance with the Code and Treasury Regulations and all other applicable law, including the income tax reporting obligations of the QSF and in respect of all reporting, which will be handled withholding and employment taxes and all information reporting requirements with respect thereto. 3. The Notice Administrator, as follows: The Claims Administrator administrator of the QSF, shall serve as trustee report that portion of the Settlement Fund payable as wages by the QSF to each eligible Class Member and shall act as a fiduciary with respect to the handling, management, United States Internal Revenue Service (“IRS”) and distribution to other appropriate taxing authorities (each of the SettlementIRS and any such other taxing authority, a “Taxing Authority,” and collectively, “Taxing Authorities”) on an IRS Form W-2, or any other applicable form. Such amounts shall be subject to applicable employment taxes and withholding taxes, including the handling of tax-related issues without limitation FICA, FUTA, Medicare and payments. Specificallyany state and local taxes, including without limitation SUTA, as determined by the Claims Administrator shall be responsible for withholding, remitting and reporting as administrator of the Claimant’s share of the payroll taxes QSF making such payments. 4. The Notice Administrator shall pay from the Settlement FundQSF the employee’s and employer’s shares of all applicable U.S. federal, state, and Xxxxxx Xxxxxxx shall be responsible for local taxes, including without limitation the employer’s share of payroll taxes as set forth in this section. The Special Master will establish, for tax purposes, the allocation of the payments made to Claimants to wages, interest, compensatory damages, or such other tax character of such payout as the Special Master may determine, based on the principles set forth in Treas. Reg. §1.468B-4 by reference to the claims pursuant to which distributions are made and as if Xxxxxx Xxxxxxx made such payments directly to Claimants. The Claims Administrator shall inform Xxxxxx Xxxxxxx in writing of the employer’s share of all taxes or contributions (i.e., FICA, FUTA, Medicare and any state and local taxes, including without limitation SUTA, and Medicare) required to be paid by Xxxxxx Xxxxxxx. Xxxxxx Xxxxxxx shall, within ten an employee or employer on amounts treated as wages (10) business days of such notice, remit all such payments (net of U.S. federal, state and local taxes, collectively the credit for opt outs, if any, as provided for in Section IV.C.9. above) to the Claims Administrator for payment to appropriate taxing authorities (“Employer Payroll Tax PaymentTaxes”). The Claims Named Plaintiff, Class Counsel, Class Members, and the Notice Administrator shall be responsible not seek payment for Payroll Taxes from nCino or the timely reporting and remitting Released Parties. 5. If any portion of the Employer Payroll Tax Payment Settlement Fund payable by the QSF to each eligible Class Member is determined to be treated as other than wages, the Notice Administrator, as administrator of the QSF, shall report that portion to the appropriate taxing authorities Class Member, and shall indemnify Xxxxxx Xxxxxxx for any penalty arising out of an incorrect calculation and/or interest with respect to late deposit of the same. Subject to the Claims Administrator’s obligation to comply with all applicable laws, the parties anticipate that any amounts designated as interest shall not be subject to withholding and shall be reported, if requiredTaxing Authorities, to the extent required by law, under the Class Member’s name and U.S. federal taxpayer identification number on IRS on Form Forms 1099, 1042-INTS, or other applicable forms, and such payments shall be made without deduction for taxes and withholdings, except as required by law, as determined by the Notice Administrator, as administrator of the QSF making such payments. 6. The amounts paid for emotional distress shall not be subject to withholding and shall be reported to the IRS on Form 1099-MISC. Except with respect to the Employer Payroll Tax Payment, the Claims Notice Administrator shall be responsible to satisfy from the Settlement Fund any and all federal, state and local employment and withholding taxes, including, without limitation, federal federal, state and state local income tax withholding, and any U.S. federal taxes including without limitation FICA, FUTA, SUTA, and Medicare and any state employment taxes including without limitation SUTA. The Notice Administrator shall promptly provide to nCino the information and documentation (including copies of applicable IRS and state forms) reasonably requested by nCino with respect to the payment or remittance of such employment and withholding taxes. The Claims Notice Administrator shall satisfy all federal, state, local, and other reporting requirements (including without limitation any applicable reporting with respect to attorneys’ fees and other costs subject to reporting), and any and all taxes, together with interest and penalties imposed thereon, and other obligations with respect to the payments or distributions from the Settlement Fund not otherwise addressed herein. 7. The Claims Notice Administrator shall be responsible for procuring an executed any required tax forms from Class Members prior to making any such payments or distributions. 8. For avoidance of doubt, nCino, the Released Parties, nCino’s Counsel, the Named Plaintiff, and Class Counsel shall have no liability, obligation or responsibility whatsoever for tax obligations arising from payments to any Class Member, or based on the activities and income of the QSF. In addition, nCino, nCino’s Counsel, and the Released Parties shall have no liability, obligation or responsibility whatsoever for tax obligations arising from payments to the Named Plaintiff or Class Counsel. The QSF shall be solely responsible for its tax obligations. Each Class Member Release shall be solely responsible for his/her tax obligations. Class Counsel shall be solely responsible for its tax obligations. 9. The Named Plaintiff, individually and Form W-9 on behalf of the Class, and Class Counsel and each of them represent and agree that they have not received and/or relied upon any advice and/or representations from each nCino or nCino’s Counsel as to taxes, including the taxability of the payments received pursuant to this Agreement. Class Counsel represent that neither the Named Plaintiff prior to making nor Class Counsel provided any monetary allocations to such Named Plaintiff. The Claims Administrator shall be responsible for procuring an executed Class Member Release and Form W-9 from each eligible Claimant who is not a Named Plaintiff prior to making any monetary allocations to such Claimant. All (i) taxes (including any estimated taxes, interest or penalties) arising with respect advice as to the income earned by the Settlement Fund, including any taxes or tax detriments that may be imposed on Xxxxxx Xxxxxxx with respect to income earned for any period during which the Settlement Fund does not qualify as a “Qualified Settlement Fund” for federal and state income tax purposes (hereinafter “Settlement Fund Taxes”), and (ii) expenses and costs incurred in connection with the operation and implementation taxability of this paragraph (including, without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) any returns described herein or otherwise required to be filed payments received pursuant to applicable authorities) (hereinafter “Settlement Fund Tax Expenses”), shall be paid out of the Settlement Fund. Further, Settlement Fund Taxes and Settlement Fund Tax Expenses shall be treated as a cost of the administration of the Settlement Fund. The parties hereto agree to cooperate with the Claims Administrator, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions set forth in this paragraphAgreement.

Payment of Federal, State and Local Taxes. The parties Parties recognize that the awards to eligible Claimants will be subject to applicable tax withholding and reporting, which will be handled as follows: : a. The Claims Administrator shall serve as trustee of the portion of the Settlement Fund devoted to paying claims (“Claims Fund”) and shall act as a fiduciary with respect to the handling, management, and distribution of the Settlementclaims, including the handling of tax-related issues and payments. Specifically, the Claims Administrator shall be responsible for withholding, remitting remitting, and reporting of the Claimant’s Claimants’ share of the payroll taxes from the Settlement Fund, and Xxxxxx Xxxxxxx Defendant shall be responsible for the employer’s share of payroll taxes as set forth in this section. The Special Master will establish, for tax purposes, the allocation of the payments made to Claimants to wages, interest, compensatory damages, or such other tax character of such payout as the Special Master may determine, based on the principles set forth in Treas. Reg. §1.468B-4 by reference to the claims pursuant to which distributions are made and as if Xxxxxx Xxxxxxx made such payments directly to Claimants. Section (b) below. b. The Claims Administrator shall inform Xxxxxx Xxxxxxx Defendant in writing of the employer’s share of all taxes or contributions (i.e., FICA, FUTA, SUTA, FICA and Medicare) required to be paid by Xxxxxx XxxxxxxDefendant. Xxxxxx Xxxxxxx Defendant shall, within ten twenty (1020) business days of such notice, remit all such payments (net of the credit for opt outs, if any, as provided for in Section IV.C.9. above) to the Claims Administrator for payment to appropriate taxing authorities (“Employer Payroll Tax Payment”). The money paid by Defendant under this paragraph shall not be deducted from the Settlement Fund or Diversity and Reserve Fund. Defendant shall have no obligation to pay the employer’s share of taxes and contributions pertaining to any Class Members who opt out and therefore receive no Award. c. The Neutral Administrator will establish and provide to the Claims Administrator, for tax purposes, the allocation of Awards to wage and non-wage income or other tax character as is appropriate based on the principles set forth in the IRS Regulations. d. The Claims Administrator shall be responsible for the timely reporting and remitting of the Employer Payroll Tax Payment to the appropriate taxing authorities and shall indemnify Xxxxxx Xxxxxxx Defendant for any penalty and all penalties and interest relating to such tax payments, including those arising out of an incorrect calculation and/or interest with respect to late deposit payment of the same. correct taxes. e. Subject to the Claims Administrator’s obligation to comply with applicable laws, the parties Parties anticipate that any amounts designated as interest non-wage income shall not be subject to withholding and shall be reported, if required, to the IRS on Form 1099-INT. The amounts paid for emotional distress shall not be subject to withholding and shall be reported to the IRS on Form 1099-MISC. . f. Except with respect to the Employer Payroll Tax Payment, which will be paid by Defendant, the Claims Administrator shall be responsible to satisfy for satisfying from the Settlement Claims Fund any and all federal, state and local employment and withholding taxes, including, without limitation, federal and state income tax withholding, FICA, FUTAMedicare, SUTA, Medicare and any state employment taxes. . g. The Claims Administrator shall satisfy all federal, state, local, and other reporting requirements (including any applicable reporting with respect to attorneys’ fees and other costs and expenses subject to reporting), and any and all taxes, penalties penalties, and other obligations with respect to the payments or distributions from the Settlement Fund not otherwise addressed herein. The Claims Administrator shall be responsible for procuring an executed Named Plaintiff or Class Member Release and Form W-9 from each Named Plaintiff prior to making any monetary allocations to such Named Plaintiff. The Claims Administrator shall be responsible for procuring an executed Class Member Release and Form W-9 from each eligible Claimant who is not a Named Plaintiff prior to making any monetary allocations to such Claimant. . h. All (i) taxes (including any estimated taxes, interest or penalties) arising with respect to the income earned by the Settlement Fund, including any taxes or tax detriments that may be imposed on Xxxxxx Xxxxxxx Defendant with respect to income earned for any period during which the Settlement Fund does not qualify as a “Qualified Settlement Fund” for federal and state income tax purposes (hereinafter “Settlement Fund Taxes”), and (ii) expenses and costs incurred in connection with the operation and implementation of this paragraph Section (including, without limitation, expenses of tax attorneys and/or accountants and accountants, mailing and distribution costs costs, and expenses relating to filing (or failing to file) any returns described herein or otherwise required to be filed pursuant to applicable authorities) (hereinafter “Settlement Fund Tax Expenses”), shall be paid out of the Settlement Fund. Further, Settlement Fund Taxes and Settlement Fund Tax Expenses shall be treated as a cost of the administration of the Settlement Fund. The parties Parties hereto agree to cooperate with the Claims Administrator, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions set forth in this paragraphSection. i. Other than the withholding and reporting requirements set forth in Section VII(J)(2)(a), Claimants shall be solely responsible for the reporting and payment of any federal, state, and/or local income or other tax or any other withholdings, if any, on any of the payments made pursuant to this Settlement Agreement. Defendant makes no representations and it is understood and agreed that Defendant has made no representations as to the taxability of any portions of the settlement payments to any Claimants, the payment of any cost or an award of attorney fees, or any payments to the Named Plaintiffs. The Notice will advise Class Members to seek their own tax advice prior to acting in response to the Notice, and the Named Plaintiffs and Class Counsel agree that Class Members will have an adequate opportunity to seek tax advice prior to acting in response to the Notice.