Common use of Tax Reporting Information and Certification of Tax Identification Numbers Clause in Contracts

Tax Reporting Information and Certification of Tax Identification Numbers. (a) The parties hereto agree that, for tax reporting purposes, all interest on or other income, if any, attributable to the Escrow Fund or any other amount held in escrow by the Escrow Agent pursuant to this Agreement shall be allocable to the Skipping Stone Stockholders in accordance with their percentage interests in the Escrow Fund set forth on EXHIBIT A. (b) Parent and the Skipping Stone Stockholders agree to provide the Escrow Agent with certified tax identification numbers for each of them by furnishing appropriate forms W-9 (or Forms W-8, in the case of non-U.S. persons) and any other forms and documents that the Escrow Agent may reasonably request (collectively, "TAX REPORTING DOCUMENTATION") to the Escrow Agent within thirty (30) days after the date hereof. The parties hereto understand that, if such Tax Reporting Documentation is not so furnished to the Escrow Agent, the Escrow Agent shall be required by the Code to withhold a portion of any interest or other income earned on the investment of monies or other property held by the Escrow Agent pursuant to this Agreement, and to immediately remit such withholding to the Internal Revenue Service. (c) Parent and the Skipping Stone Stockholders acknowledge and agree that the Escrow Shares were not received by the Skipping Stone Stockholders on account of or in connection with the performance of services by any person (for purposes of Section 83 of the Code and any other tax purposes), or otherwise in any compensatory capacity, and neither Parent nor any of the Skipping Stone Stockholders will take or cause to be taken any position on any tax return or other tax reporting position that is inconsistent with this acknowledgement and agreement (other than possibly protective elections under Section 83(b) of the Code, any comparable state elections or filings directly related thereto).

Tax Reporting Information and Certification of Tax Identification Numbers. (ai) The parties hereto agree that, for tax reporting purposes, all interest on or other income, if any, attributable to the Cash Escrow Fund shall be allocable to the Person who receives such interest or other income in accordance with Section 2 of this Agreement; provided that to the extent any such interest or other income has not been distributed by March 1, 2003, such amount held in escrow by shall be allocable to Parent. The parties further agree that, for tax reporting purposes, all interest on or other income, if any, attributable to the Escrow Agent Shares pursuant to this Agreement shall be allocable to the Skipping Stone Target Stockholders in accordance with their percentage interests in the Escrow Fund Funds set forth on EXHIBIT Exhibit A. (bii) Parent and the Skipping Stone Stockholders Holder Representative (on behalf of each Target Stockholder) agree to provide the Escrow Agent with certified tax identification numbers for each of them by furnishing appropriate forms W-9 (or Forms W-8, in the case of non-U.S. persons) and any other forms and documents that the Escrow Agent may reasonably request (collectively, "TAX REPORTING DOCUMENTATION") to the Escrow Agent within thirty (30) 30 days after the date hereof. The parties hereto understand that, if such Tax Reporting Documentation is not so furnished certified to the Escrow Agent, the Escrow Agent shall may be required by the Code Internal Revenue Code, as it may be amended from time to time, to withhold a portion of any interest or other income earned on the investment of monies or other property held by the Escrow Agent pursuant to this Agreement, and to immediately remit such withholding to the Internal Revenue Service. (c) Parent and the Skipping Stone Stockholders acknowledge and agree that the Escrow Shares were not received by the Skipping Stone Stockholders on account of or in connection with the performance of services by any person (for purposes of Section 83 of the Code and any other tax purposes), or otherwise in any compensatory capacity, and neither Parent nor any of the Skipping Stone Stockholders will take or cause to be taken any position on any tax return or other tax reporting position that is inconsistent with this acknowledgement and agreement (other than possibly protective elections under Section 83(b) of the Code, any comparable state elections or filings directly related thereto).

Tax Reporting Information and Certification of Tax Identification Numbers. (a) The parties hereto agree that, for tax reporting purposespurposes only, all interest on on, or other taxable income, if any, attributable to earned from, the investment of the Escrow Fund or any other amount held in escrow by the Escrow Agent Property pursuant to this Agreement shall be allocable to the Skipping Stone Stockholders in accordance with their percentage interests in the Escrow Fund set forth on EXHIBIT A.Parent. (b) Parent The Escrow Agent shall distribute or cause to be distributed to Parent, within five business days following the end of each month, Indemnification Escrow Property and Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Expenses Escrow Property in an amount equal to 39% of the sum of the interest on, and all other taxable income earned from, the investment of the Indemnification Escrow Property and the Skipping Stone Stockholders agree Expenses Escrow Property, respectively, pursuant to this Agreement. (c) Parent agrees to provide the Escrow Agent with a certified tax identification numbers number for each of them by furnishing appropriate forms W-9 (or Forms W-8, in the case of non-U.S. persons) and any other forms and documents that the Escrow Agent may reasonably request (collectively, "TAX REPORTING DOCUMENTATION") to the Escrow Agent Parent within thirty (30) 30 days after the date hereof. The parties hereto understand that, Each party understands that if such Tax Reporting Documentation the tax identification number is not so furnished certified to the Escrow Agent, the Escrow Agent shall may be required by the Code to withhold a portion of any payments made pursuant to this Agreement. The Escrow Agent shall comply with all withholding and reporting requirements under the Code. (d) Parent and the Escrow Holders (through the Stockholders’ Agent) acknowledge and agree that, notwithstanding any provision to the contrary in this Agreement, the portion of the Indemnification Escrow Property allocable to Escrow Holders in respect of their Company Options that were cancelled in exchange for consideration as provided in Section 1.6 of the Merger Agreement is subject to the claims of the creditors of Parent and therefore constitutes an unfunded, unsecured promise to pay such amounts under the terms provided herein. Accordingly, the Escrow Holders will be treated as receiving income in respect of such amounts only as and when distributed to them in accordance with this Agreement. Parent and the Escrow Holders will file their tax returns and reports consistent with, and will take no action inconsistent with, such treatment. The Escrow Agent need not determine whether or what amount of any payment should be treated by the Escrow Holders as being imputed interest or other otherwise and shall allocate all income earned on the investment investments of monies or other property held in the Escrow Property to Parent in accordance with Section 10.12(a), without regard as to how the Escrow Holders may treat payments by the Escrow Agent pursuant to this Agreement, and to immediately remit such withholding to the Internal Revenue Servicethem. (c) Parent and the Skipping Stone Stockholders acknowledge and agree that the Escrow Shares were not received by the Skipping Stone Stockholders on account of or in connection with the performance of services by any person (for purposes of Section 83 of the Code and any other tax purposes), or otherwise in any compensatory capacity, and neither Parent nor any of the Skipping Stone Stockholders will take or cause to be taken any position on any tax return or other tax reporting position that is inconsistent with this acknowledgement and agreement (other than possibly protective elections under Section 83(b) of the Code, any comparable state elections or filings directly related thereto).

Tax Reporting Information and Certification of Tax Identification Numbers. (a) The parties hereto agree that, for tax reporting purposes, all interest on or other income, if any, attributable to the Escrow Fund or any other amount held in escrow by the Escrow Agent pursuant to this Escrow Agreement shall be allocable to the Skipping Stone Stockholders Merger Shareholders in accordance with their percentage interests in the Escrow Fund set forth on EXHIBIT A.Schedule A; provided, however, that if GraphOn or NES shall have repurchased any Escrow Shares in accordance with Section 3.8, then all interest on or other income, if any, attributable to the Escrow Shares or any other amount held in escrow by the Escrow Agent pursuant to this Escrow Agreement received after such repurchase shall be allocable to the Merger Shareholders based on the number of Escrow Shares held on behalf of each such Merger Shareholder at the time of the receipt of such interest or other income (it being understood that, for purposes of permitting the Escrow Agent to make such allocations, GraphOn and the Shareholders' Representative shall jointly (i) calculate revised percentage interests for the Merger Shareholders based on such number of Escrow Shares and (ii) submit such calculations in writing to the Escrow Agent). (b) Parent GraphOn and each of the Skipping Stone Stockholders Merger Shareholders agree to provide the Escrow Agent with certified tax identification numbers for each of them by furnishing appropriate forms W-9 (or Forms W-8, in the case of non-U.S. persons) and any other forms and documents that the Escrow Agent may reasonably request (collectively, "TAX REPORTING DOCUMENTATIONTax Reporting Documentation") to the Escrow Agent within thirty (30) 30 days after the date hereof. The parties hereto understand that, if such Tax Reporting Documentation is not so furnished to the Escrow Agent, the Escrow Agent shall be required by the Code to withhold a portion of any interest or other income earned on the investment of monies or other property held by the Escrow Agent pursuant to this Escrow Agreement, and to immediately remit such withholding to the Internal Revenue Service. (c) Parent and the Skipping Stone Stockholders acknowledge and agree that the Escrow Shares were not received by the Skipping Stone Stockholders on account of or in connection with the performance of services by any person (for purposes of Section 83 of the Code and any other tax purposes), or otherwise in any compensatory capacity, and neither Parent nor any of the Skipping Stone Stockholders will take or cause to be taken any position on any tax return or other tax reporting position that is inconsistent with this acknowledgement and agreement (other than possibly protective elections under Section 83(b) of the Code, any comparable state elections or filings directly related thereto).

Tax Reporting Information and Certification of Tax Identification Numbers. (a) The parties hereto agree that, that each of the Indemnitors shall report and timely pay all taxes in respect of (i) any dividends in respect of Escrow Shares held for tax reporting purposes, all interest on the benefit of such Indemnitor; (ii) any income realized by or other income, if any, attributable to the Escrow Shares held for the benefit of such Indemnitor, and (iii) all income earned on the Cash Fund deposited by or on behalf of such Indemnitor. The Indemnitors, severally and not jointly, agree to indemnify and hold the Company harmless from and against any other amount held and all such taxes for which the Company may have any liability, in escrow by the Escrow Agent pursuant to this Agreement shall be allocable each case, to the Skipping Stone Stockholders in accordance with their percentage interests extent such taxes are attributable to the applicable Indemnitor’s interest in the Escrow Fund set forth on EXHIBIT A.Property. (ba) Parent and Each of the Skipping Stone Stockholders agree Indemnitors agrees to provide the Escrow Agent with its certified tax identification numbers for each of them number by furnishing appropriate forms the Escrow Agent with Internal Revenue Service Form W-9 (or Forms Form W-8, in the case of a non-U.S. personsperson) and any other forms and documents that the Escrow Agent may reasonably request (collectively, "TAX REPORTING DOCUMENTATION"“Tax Reporting Documentation”) to the Escrow Agent within thirty (30) 30 days after the date hereof. The parties hereto understand that, if such Tax Reporting Documentation is not so furnished to the Escrow Agent, the Escrow Agent shall be required by the Code to withhold a portion of any interest or other income earned on the investment of monies or other property of the applicable Indemnitor held by the Escrow Agent pursuant to this Agreement, and to immediately remit such withholding to the Internal Revenue ServiceIRS. (cb) Parent The Escrow Agent shall be entitled to deduct and withhold from any payment from this Agreement to any Indemnitors such amounts as the Skipping Stone Stockholders acknowledge and agree Escrow Agent may be required to deduct or withhold therefrom under the Code or under any Tax law. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Indemnitor to whom such amounts would otherwise have been paid. To the extent that such amounts are required to be deducted or withheld by the Escrow Agent on behalf of an Indemnitor that exceed the Escrow Cash in such Indemnitor’s Cash Fund, the Escrow Agent is authorized to sell or otherwise dispose of, on behalf of such Indemnitor, the portion of the Escrow Shares were otherwise deliverable to such Indemnitor, to enable the Escrow Agent to comply with such deduction or withholding requirement. The Escrow Agent shall notify the relevant Indemnitor that such sale and withholding or deduction was made and hold in such Indemnitor’s Cash Fund any balance of the proceeds of such sale not received applied to the payment of taxes less any costs or expenses incurred by the Skipping Stone Stockholders on account of or Escrow Agent in connection with the performance of services by any person (for purposes of Section 83 of the Code and any other tax purposes), or otherwise in any compensatory capacity, and neither Parent nor any of the Skipping Stone Stockholders will take or cause to be taken any position on any tax return or other tax reporting position that is inconsistent with this acknowledgement and agreement (other than possibly protective elections under Section 83(b) of the Code, any comparable state elections or filings directly related thereto)such sale.

Tax Reporting Information and Certification of Tax Identification Numbers. (ai) The parties hereto agree that, for tax reporting purposes, all interest on or other income, if any, attributable to the Escrow Fund or any other amount held in escrow by the Escrow Agent pursuant to this Agreement shall be allocable to the Skipping Stone Merger Stockholders in accordance with their percentage interests in the Escrow Fund set forth in EXHIBIT B; PROVIDED, HOWEVER, that if Parent or the Company shall have repurchased any Escrow Shares in accordance with Section 3(h), then all interest on EXHIBIT A.or other income, if any, attributable to the Escrow Shares or any other amount held in escrow by the Escrow Agent pursuant to this Agreement accrued after such repurchase shall be allocable to the Merger Stockholders based on the number of Escrow Shares held on behalf of each Stockholder at the time of the accrual of such interest or other income (it being understood that, for purposes of permitting the Escrow Agent to make such allocations, Parent and the Stockholders' Agent shall jointly (i) calculate revised percentage interests for the Merger Stockholders based on such number of Escrow Shares and (ii) submit such calculations in writing to the Escrow Agent). (bii) Parent and the Skipping Stone Stockholders Stockholders' Agent agree to provide the Escrow Agent with certified tax identification numbers for each of them and the Merger Stockholders by furnishing appropriate forms W-9 (or Forms W-8, in the case of non-U.S. persons) and any other forms and documents that the Escrow Agent may reasonably request (collectively, "TAX REPORTING DOCUMENTATIONTax Reporting Documentation") to the Escrow Agent within thirty (30) 30 days after the date hereof. The parties hereto understand that, if such Tax Reporting Documentation is not so furnished certified to the Escrow Agent, the Escrow Agent shall be required by the Code Internal Revenue Code, as it may be amended from time to time, to withhold and remit to the Internal Revenue Service a portion of any interest or other income earned on the investment of monies or other property held by the Escrow Agent pursuant to this Agreement, and to immediately remit such withholding to the Internal Revenue Service. (c) Parent and the Skipping Stone Stockholders acknowledge and agree that the Escrow Shares were not received by the Skipping Stone Stockholders on account of or in connection with the performance of services by any person (for purposes of Section 83 of the Code and any other tax purposes), or otherwise in any compensatory capacity, and neither Parent nor any of the Skipping Stone Stockholders will take or cause to be taken any position on any tax return or other tax reporting position that is inconsistent with this acknowledgement and agreement (other than possibly protective elections under Section 83(b) of the Code, any comparable state elections or filings directly related thereto).