Tax Reporting Information and Certification of Tax Identification Numbers. (i) The parties hereto agree that, for tax reporting purposes, all interest on or other income, if any, attributable to the shares of Parent Common Stock in the Escrow Fund or any other amount held in escrow by the Escrow Agent pursuant to this Agreement shall be allocable to the Stockholders in accordance with their percentage interests in the Escrow Fund set forth in schedule delivered pursuant to Section 4 herein. (ii) Parent and the Stockholder Agent (on behalf of each of the 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 other forms and documents that the Escrow Agent may reasonably request (collectively, “Tax Reporting Documentation”) to the Escrow Agent within 30 days after the date hereof. The parties hereto understand that if such Tax Reporting Documentation is not so certified to the Escrow Agent, the Escrow Agent may be required by the 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 Escrow Agreement.
Appears in 2 contracts
Samples: Escrow Agreement (Genstar Therapeutics Corp), Escrow Agreement (Corautus Genetics Inc)
Tax Reporting Information and Certification of Tax Identification Numbers. (i) The parties hereto agree that, for tax reporting purposes, all interest on or other income, if any, attributable to the shares of Parent Common Stock in the Escrow Fund Funds or any other amount held in escrow by the Escrow Agent pursuant to this Agreement shall be allocable to the Stockholders Shareholders in accordance with their percentage interests in the Escrow Fund set forth in schedule delivered pursuant to Section 4 herein.on Exhibit B.
(ii) Parent and the Stockholder Agent (on behalf of each of the Stockholders) 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 other forms and documents that the Escrow Agent may reasonably request (collectively, “"Tax Reporting Documentation”") to the Escrow Agent within 30 days after the date hereof. The parties hereto understand that that, if such Tax Reporting Documentation is not so certified to the Escrow Agent, the Escrow Agent may be required by the 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 Escrow Agreement.
Appears in 1 contract
Samples: Escrow Agreement (Sbe Inc)
Tax Reporting Information and Certification of Tax Identification Numbers. (i) 20.1 The parties hereto agree that, for tax reporting purposes, all interest on or other income, if any, attributable to the shares of Parent Common Escrow Stock in the Escrow Fund or any other amount held in escrow by the Escrow Agent pursuant to this Agreement shall be allocable to the Stockholders in accordance with their percentage interests in the Escrow Fund set forth in schedule delivered pursuant to Section 4 herein.Exhibit D.
(ii) Parent 20.2 Purchaser and the Stockholder Agent (on behalf of each of the Stockholders) 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 other forms and documents that the Escrow Agent may reasonably request (collectively, “"Tax Reporting Documentation”") to the Escrow Agent within 30 days after the date hereof. The parties hereto understand that that, if such Tax Reporting Documentation is not so certified to the Escrow Agent, the Escrow Agent may be required by the 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 Escrow Agreement. The Parties hereto have caused this Agreement to be executed and delivered as of May __, 2001.
Appears in 1 contract
Tax Reporting Information and Certification of Tax Identification Numbers. (ia) The parties hereto agree that, for tax reporting purposes, all interest on or other income, if any, attributable to the shares of Parent Common Stock in the Escrow Fund or any other amount held in escrow by the Escrow Agent pursuant to this Agreement shall be allocable to the Stockholders in accordance with their percentage interests in Purchaser. The Escrow Agent shall distribute or cause to be distributed to the Purchaser, within five business days following the end of each calendar quarter, funds from the Escrow Fund set forth in schedule delivered an amount equal to 40% of the sum of the taxable interest on, and all other taxable income earned from, the investment of the Escrow Fund, respectively, pursuant to Section 4 hereinthis Agreement.
(iib) Parent Purchaser and the Stockholder Agent Representative (on behalf of each of the StockholdersHolders) agree to provide the Escrow Agent with certified tax identification numbers for each of them Purchaser and the Closing Common Stockholders by furnishing appropriate Forms 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 30 thirty (30) days after the date hereof. The parties hereto understand that that, if such Tax Reporting Documentation is not so certified furnished to the Escrow Agent, the Escrow Agent may shall be required by the Internal Revenue Code, as it may be amended from time to time, 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.
Appears in 1 contract
Samples: Merger Agreement (OMNICELL, Inc)
Tax Reporting Information and Certification of Tax Identification Numbers. (i) The parties hereto agree that, for tax reporting purposes, all interest on or other income, if any, attributable to the shares of Parent Common Stock in the Escrow Fund Shares or any other amount held in escrow by the Escrow Agent pursuant to this Agreement shall be allocable to the Merger Stockholders in accordance with their percentage interests in the Escrow Fund set forth in schedule delivered pursuant to Section 4 herein.EXHIBIT B.
(ii) Parent and the Stockholder Agent (on behalf of each of the Stockholders) Merger Stockholders agree to provide the Escrow Agent with certified tax identification numbers for each of them by furnishing appropriate Forms 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 30 days after the date hereof. The parties hereto understand that that, if such Tax Reporting Documentation is not so certified to the Escrow Agent, the Escrow Agent may shall be required by the Internal Revenue Code, as it may be amended from time to time, to withhold and promptly 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 Escrow Agreement.
Appears in 1 contract
Samples: Merger Agreement (Internap Network Services Corp/Wa)
Tax Reporting Information and Certification of Tax Identification Numbers. (i) The parties hereto agree that, for tax reporting purposes, all interest dividends on or other income, if any, attributable to the shares of Parent Common Stock in the Escrow Fund Shares or any other amount held in escrow by the Escrow Agent pursuant to this Agreement shall be allocable to the Indemnifying Stockholders in accordance with their percentage interests in the Escrow Fund respective pro rata interest set forth in schedule delivered pursuant to Section 4 herein.Exhibit A.
(ii) Parent agrees to, and the Representative agrees to cause each Indemnifying Stockholder Agent (on behalf of each of the Stockholders) agree to to, provide the Escrow Agent with certified tax identification numbers for each of them by furnishing appropriate Forms forms W-9 (or Forms W-8, in the case of non-U.S. persons) and other forms and documents that the Escrow Agent may reasonably request (collectively, “Tax Reporting Documentation”) to the Escrow Agent within 30 days after the date hereof. The parties hereto understand that that, if such Tax Reporting Documentation is not so certified to the Escrow Agent, the Escrow Agent may be required by the 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 Escrow Agreement.
Appears in 1 contract
Samples: Merger Agreement (Pharmos Corp)
Tax Reporting Information and Certification of Tax Identification Numbers. (i) The parties hereto agree that, for tax reporting purposes, all taxable dividends, interest on or other income, if any, attributable to the shares of Parent Common Stock in the Escrow Fund Shares or any other amount held in escrow by the Escrow Agent pursuant to this Agreement shall be allocable to the Escrow Stockholders in accordance with their percentage interests in the Escrow Fund set forth in schedule delivered pursuant to Section 4 herein.EXHIBIT A.
(ii) Parent and agrees to furnish the Stockholder Agent (on behalf of each of Escrow Stockholders with necessary tax forms to enable the Stockholders) agree Escrow Stockholders to provide the Escrow Agent with certified tax identification numbers for each of them by furnishing appropriate Forms 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 30 days after the date hereof. The parties hereto understand that that, if such Tax Reporting Documentation is not so certified to the Escrow Agent, the Escrow Agent may shall be required by the 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 Escrow Agreement.
Appears in 1 contract
Samples: Merger Agreement (Quokka Sports Inc)