Tax Payments of Settlement Fund. All Taxes with respect to the Settlement Fund, as more fully described in the Settlement Agreement, shall be treated as and considered to be a cost of administration of the Settlement Fund and the Custodian/Escrow Agent shall timely pay such Taxes out of the Settlement Fund without prior order of the Court, as directed by Class Counsel. Class Counsel shall be responsible for the timely and proper preparation and delivery of any necessary documentation for signature by all necessary parties, and the timely filing of all tax returns and other tax reports required by law. The Class Counsel may engage an accounting firm or tax preparer to assist in the preparation of any tax reports or the calculation of any tax payments due as set forth in Sections 5 and 6, and the expense of such assistance shall be paid from the Settlement Fund by the Custodian/Escrow Agent at Class Counsel’s direction. The Settlement Fund shall indemnify and hold the Defendant harmless for any taxes that may be deemed to be payable by the Defendant by reason of the income earned on the Settlement Fund, and Custodian/Escrow Agent, as directed by Class Counsel, shall establish such reserves as are necessary to cover the tax liabilities of the Settlement Fund and the indemnification obligations imposed by this paragraph. If the Settlement Fund is returned to the Defendant pursuant to the terms of the Settlement Agreement, the Defendant shall provide Custodian/Escrow Agent with a properly completed Form W-9.
Tax Payments of Settlement Fund. All Taxes with respect to the Settlement Fund, as more fully described in the Settlement Agreement, shall be treated as and considered to be a cost of administration of the Settlement Fund and the Second Tranche 568 Custodian/Escrow Agent shall timely pay such Taxes out of the Settlement Fund without prior order of the Court, as directed by Settlement Class Counsel. Settlement Class Counsel shall be responsible for the timely and proper preparation and delivery of any necessary documentation for signature by all necessary parties, and the timely filing of all tax returns and other tax reports required by law. Settlement Class Counsel may engage an accounting firm or tax preparer to assist in the preparation of any tax reports or the calculation of any tax payments due as set forth in Sections 5 and 6, and the expense of such assistance shall be paid from the Settlement Fund by the Second Tranche 568 Custodian/Escrow Agent at Settlement Class Counsel’s direction. The Settlement Fund shall indemnify and hold the Settling Universities harmless for any taxes that may be deemed to be payable by the Settling Universities by reason of the income earned on the Settlement Fund, and the Second Tranche 568 Custodian/Escrow Agent, as directed by Settlement Class Counsel, shall establish such reserves as are necessary to cover the tax liabilities of the Settlement Fund and the indemnification obligations imposed by this paragraph. If the Settlement Fund is returned to the Settling Universities pursuant to the terms of the Settlement Agreements, the Settling Universities shall provide the Second Tranche 568 Custodian/Escrow Agent with a properly completed Form W-9.
Tax Payments of Settlement Fund. All taxes with respect to the Settlement Fund, as more fully described in the Settlement Agreement, shall be treated as, and considered to be, a cost of administration of the Settlement Fund, and the Escrow Agent shall timely pay such Taxes out of the Settlement Fund, as appropriate, without prior order of the Court, as directed by Class Counsel. Class Counsel shall be responsible for the timely and proper preparation and delivery of any necessary documentation for signature by all necessary parties, and the timely filing of all tax returns and other tax reports required by law. Class Counsel may engage an accounting firm or tax preparer to assist in the preparation of any tax reports or the calculation of any tax payments due as set forth in Sections 5 and 6, and the expense of such assistance shall be paid from the Settlement Fund. Class Counsel shall indemnify and hold Escrow Agent harmless for any taxes and tax expenses that may be assessed against the Escrow Agent on or with respect to the Settlement Fund and the investment thereof. If the Settlement Fund is returned to Ford Canada for any reason pursuant to the terms of the Xxxxxxxxxx Xxxxxxxxx, Xxxx Xxxxxx shall provide Escrow Agent with a properly completed Form W-9 and complete wire instructions. The indemnification provided in this Section 6 shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.
Tax Payments of Settlement Fund. All Taxes with respect to the Settlement Fund, as more fully described in the Settlement Agreement in Paragraph 19, shall be treated as and considered to be a cost of administration of the Settlement Fund. The Settlement Administrator shall timely pay such Taxes out of the Settlement Fund, as appropriate, without prior order of the Court, as directed by a majority of Co-Lead Class Counsel. The Settlement Administrator shall be responsible for the timely and proper preparation and delivery of any necessary documentation for signature by all necessary parties, and the timely filing of all tax returns and other tax reports required by law. T he fees and costs of the Settlement Administrator in the preparation of any tax returns, tax reports, or the calculation of any tax payments due as set forth in Sections 6 a nd 7 (“Tax Expenses”), shall be paid from the Settlement Fund. Neither Defendants nor any other Releasee nor their respective counsel shall have any liability or responsibility for the Taxes or Tax Expenses, for preparing tax returns, tax reports, or calculation of any tax payments, or for obtaining or maintaining the tax status desired for the Settlement Fund. The Settlement Fund shall indemnify and hold the Defendants harmless for any taxes that may be deemed to be payable by the Defendants by reason of the income earned on t he Settlement Fund, and Escrow Agent shall at the direction of the Settlement Administrator and/or Co-Lead Class Counsel be responsible to withhold from distribution to any claimants authorized by the Court any funds necessary to pay such amounts, including establishing such reserves as are necessary to cover the tax liabilities of the Settlement Fund and the indemnification obligations imposed by this paragraph (as well as any amounts that may be required to be withheld under Treas. Reg. § 1.468B-2(1)(2)). If the Settlement Fund is returned to the Defendants pursuant to the terms of the Settlement Agreement, the Defendants shall provide Escrow Agent with a properly completed Form W-9.
Tax Payments of Settlement Fund. To the extent permissible under the law and in accordance with prior orders of the Court, all Taxes with respect to the Settlement Fund, as defined in the Settlement Agreement, shall be treated as and considered to be a cost of administration of the Settlement Fund and the Escrow Agent shall timely pay such Taxes out of the Settlement Fund. The Administrator Parties shall be responsible for the timely and proper preparation and delivery of any necessary documentation for signature by all necessary parties, and the timely filing of all tax returns and other tax reports required by law. The Administrator Parties may engage an accounting firm or tax preparer to assist in the preparation of any tax reports or the calculation of any tax payments due as set forth in Sections 5 and 6, and the expense of such assistance or other Tax Expenses as defined by the Settlement Agreement shall be paid from the Settlement Fund by the Escrow Agent subject to approval of the Court. The Escrow Agent, upon instruction from the Settlement Administrator, shall withhold from distribution to any Direct-Purchaser Settlement Class Members any funds necessary to pay such taxes including the establishment of adequate reserves for any taxes (as well as any amounts that may be required to be withheld under Treas. Reg. § 1.468B-2(l) (2). If the Settlement Fund is returned to BMS pursuant to the terms of the Settlement Agreement, BMS shall provide Escrow Agent with a properly completed Form W-9.
