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

Tax Reporting Information and Certification of Tax Identification Numbers. Stockholders’ Agent shall provide the Escrow Agent with certified tax identification numbers of the Stockholders by furnishing appropriate original 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 thirty (30) calendar days of the date of receipt of the Escrow Fund by the Escrow Agent. The parties hereto understand that, if such Tax Reporting Documentation is not so certified to the Escrow Agent, the Escrow Agent shall 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. To the extent that the Escrow Agent is not in receipt of Tax Reporting Documentation, tax withholding will apply to funds due to the Stockholders as well as funds due to Parent. The parties agree that, for tax reporting purposes, all interest and other income from investment of the Escrow Fund shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by Stockholders, whether or not such income was disbursed during such calendar year. The escrow account shall not be opened unless Parent and Stockholders’ Agent provide to the Escrow Agent properly completed and signed applicable tax certification. In the case of a Person that is a “United States person” within the meaning of Section 7701(a)(30) of the Code, an Internal Revenue Service Form W-9 (or applicable successor form) should be provided.

Tax Reporting Information and Certification of Tax Identification Numbers. StockholdersThe Parties agree that, for tax reporting purposes, all interest on or other income, if any, attributable to any cash held in the Escrow Fund or any other cash amount held in escrow by the Escrow Agent pursuant to this Agreement shall be reportable to the Investors’ Agent shall Representative, as income earned from the Escrow Fund by and allocable to the Investors whether or not said income has been distributed during such year. The Parties agree to provide the Escrow Agent with certified tax identification numbers of the Stockholders by furnishing appropriate original Forms completing, signing and returning a Form W-9 (or Forms W-8Form W-8BEN, in the case of non-U.S. persons) as applicable, and any other forms and documents that the Escrow Agent may reasonably request (collectively, “Tax Reporting Documentation”) to the Escrow Agent within thirty (30) calendar days prior to the execution of the date of receipt of the Escrow Fund by the Escrow Agentthis Agreement. The parties hereto Parties understand that, if such Tax Reporting Documentation is not so certified furnished to the Escrow Agent, the Escrow Agent shall be required by the Internal Revenue CodeCode of 1986, as it may be amended from time to timeamended, 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. To the extent that the Escrow Agent is not in receipt of Tax Reporting Documentation, tax withholding will apply to funds due to the Stockholders as well as funds due to Parent. The parties agree that, for tax reporting purposes, all interest and other income from investment of the Escrow Fund shall, as of the end of each calendar year and to the extent required by immediately remit such withholding to the Internal Revenue Service, be reported as having been earned by Stockholders, whether or not such income was disbursed during such calendar year. The escrow account sole tax reporting obligation of the Escrow Agent shall not be opened unless Parent and Stockholdersto file a Form 1099 INT or 1042S (as applicable) with the Internal Revenue Service with respect to interest earnings on cash amounts to the Investors’ Agent provide Representative. The Parties hereby represent to the Escrow Agent properly completed and signed applicable that no other tax certification. In reporting of any kind is required given the case of a Person that is a “United States person” within the meaning of Section 7701(a)(30) of the Code, an Internal Revenue Service Form W-9 (or applicable successor form) should be providedunderlying transaction giving rise to this Agreement.

Tax Reporting Information and Certification of Tax Identification Numbers. StockholdersThe Parties 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 and reportable to the Shareholders’ Agent shall Representative, as income earned from the Escrow Fund by the Shareholders’ Representative whether or not said income has been distributed during such year. The Parties agree to provide the Escrow Agent with certified tax identification numbers of the Stockholders by furnishing appropriate original Forms completing, signing and returning a Form W-9 (or Forms W-8Form W-8BEN, in the case of non-U.S. persons) as applicable, and any other forms and documents that the Escrow Agent may reasonably request (collectively, “Tax Reporting Documentation”) to the Escrow Agent within thirty (30) calendar days prior to the execution of the date of receipt of the Escrow Fund by the Escrow Agentthis Agreement. The parties hereto Parties understand that, if such Tax Reporting Documentation is not so certified furnished to the Escrow Agent, the Escrow Agent shall be required by the Internal Revenue CodeCode of 1986, as it may be amended from time to timeamended, 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. To the extent that the Escrow Agent is not in receipt of Tax Reporting Documentation, tax withholding will apply to funds due to the Stockholders as well as funds due to Parent. The parties agree that, for tax reporting purposes, all interest and other income from investment of the Escrow Fund shall, as of the end of each calendar year and to the extent required by immediately remit such withholding to the Internal Revenue Service, be reported as having been earned by Stockholders, whether or not such income was disbursed during such calendar year. The escrow account sole tax reporting obligation of the Escrow Agent shall not be opened unless Parent and Stockholdersto file a Form 1099 INT or 1042S (as applicable) with the Internal Revenue Service with respect to interest earnings to the Shareholders’ Agent provide Representative. The Parties hereby represent to the Escrow Agent properly completed and signed applicable that no other tax certification. In reporting of any kind is required given the case of a Person that is a “United States person” within the meaning of Section 7701(a)(30) of the Code, an Internal Revenue Service Form W-9 (or applicable successor form) should be providedunderlying transaction giving rise to this Agreement.

Tax Reporting Information and Certification of Tax Identification Numbers. Stockholders’ (i) The parties hereto agree that, for tax reporting purposes, all dividends or other income, if any, attributable to the Escrowed Shares or any other amount held in escrow by the Escrow Agent pursuant to this Agreement shall be allocable to Seller or, upon notice to the Escrow Agent, the record holders of the Escrowed Shares on a proportionate basis. The parties agree to report the deposit of the Escrowed Shares into escrow or the deposit of any other amount held in escrow by the Escrow Agent, and the release of such amounts pursuant to Sections 7 and 8, as an installment sale, to be taken into account under the installment method described in section 453 of the Internal Revenue Code of 1986, as amended. (ii) The parties agree to provide the Escrow Agent with certified tax identification numbers for each of the Stockholders them by furnishing appropriate original 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 thirty (30) calendar 30 days after the date hereof. Upon any transfer of the date of receipt record ownership of the Escrowed Shares by Seller to the Seller Interest Holders, the appropriate Tax Reporting Documentation shall be provided to Escrow Fund Agent by the Escrow AgentSeller Interest Holders. The parties hereto understand that, if such Tax Reporting Documentation is not so certified to the Escrow Agent, the Escrow Agent shall 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 Agreement. (iii) The Escrow Agreement. To Agent shall comply with all applicable filing or reporting requirements attributable to the extent that deposit of the Escrowed Shares into escrow or the deposit of any other amount held in escrow by the Escrow Agent is not in receipt of Tax Reporting Documentation, tax withholding will apply to funds due to the Stockholders as well as funds due to Parent. The parties agree that, for tax reporting purposes, all interest and other income from investment of the Escrow Fund shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by Stockholders, whether or not such income was disbursed during such calendar year. The escrow account shall not be opened unless Parent and Stockholders’ Agent provide to the Escrow Agent properly completed and signed applicable tax certification. In the case of a Person that is a “United States person” within the meaning of Section 7701(a)(30) of the Code, an Internal Revenue Service Form W-9 (or applicable successor form) should be providedAgent.

Tax Reporting Information and Certification of Tax Identification Numbers. Stockholders’ The Parties 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 and reportable to Seller as income earned from the Escrow Amount by Seller whether or not said income has been distributed during such year. Seller agrees to provide the Escrow Agent with certified tax identification numbers of the Stockholders for Seller by furnishing appropriate original Forms completing, signing and returning a Form 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) calendar days prior to the execution of the date of receipt of the Escrow Fund by the Escrow Agentthis Agreement. The parties hereto Parties understand that, if such Tax Reporting Documentation is not so certified furnished to the Escrow Agent, the Escrow Agent shall be required by the Internal Revenue CodeCode of 1986, as it may be amended from time to timeamended, 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. To the extent that the Escrow Agent is not in receipt of Tax Reporting Documentation, tax withholding will apply to funds due to the Stockholders as well as funds due to Parent. The parties agree that, for tax reporting purposes, all interest and other income from investment of the Escrow Fund shall, as of the end of each calendar year and to the extent required by immediately remit such withholding to the Internal Revenue Service, be reported as having been earned by Stockholders, whether or not such income was disbursed during such calendar year. The escrow account sole tax reporting obligation of the Escrow Agent shall not be opened unless Parent to file form 1099 INT with the Internal Revenue Service with respect to interest earnings paid to Seller and Stockholders’ Agent to provide a copy thereof to Seller. The Parties hereby represent to the Escrow Agent properly completed and signed applicable tax certification. In the case that (i) there is no sale or transfer of a Person that is a “an United States person” within Real Property Interest as defined under IRC Section 897(c) in the meaning underlying transaction giving rise to this Agreement; and (ii) such underlying transaction does not constitute an installment sale requiring any tax reporting or withholding of Section 7701(a)(30imputed interest or original issue discount to the IRS or other taxing authority; and (iii) no other tax reporting of any kind is required given the Code, an Internal Revenue Service Form W-9 (or applicable successor form) should be providedunderlying transaction giving rise to this Agreement.