Tax Reporting Matters. The Acquirer and the Shareholders' Agent on behalf of the 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, 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 Agreement. The Escrow Agent need not make any distribution of all or any portion of the Escrow Fund to any person until such person has furnished to the Escrow Agent such Tax Reporting Documentation as the Escrow Agent may reasonably require.
Tax Reporting Matters. Purchaser and Seller each agrees, upon request, to provide Escrow Agent with its tax identification number by furnishing an appropriate form W-9 and other forms and documents that Escrow Agent may reasonably request.
Tax Reporting Matters. (a) The Escrow Agent may require the Stockholder to provide the Escrow Agent with a certified tax identification number for such Stockholder by furnishing appropriate Form W-9 and other forms and documents that the Escrow Agent may reasonably request (collectively, “Tax Reporting Documentation”). 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 of 1986, as it may be amended from time to time, (the “Code”), to withhold a portion of the Escrow Shares or other property held in the Escrow Account by the Escrow Agent pursuant to this Agreement. Notwithstanding anything herein to the contrary, the Escrow Agent shall have no obligation to file or prepare any tax returns or to prepare any other reports for any taxing authorities concerning the matters covered by this Escrow Agreement.
(b) The Escrow Agent need not make any distribution of any Escrow Shares, monies or other property to the Stockholder (or any assignee or transferee of such Stockholder) if such Stockholder (or assignee or transferee) has not furnished to the Escrow Agent such Tax Reporting Documentation as the Escrow Agent may require.
(c) Any cash received by the Escrow Agent under Section 5(c) of this Agreement shall be allocated for tax reporting purposes to the Stockholder in accordance with the dollar amount such Stockholder is entitled to receive in lieu of such Stockholder’s fractional shares as provided in Section 5(c) herein.
Tax Reporting Matters. For all applicable Tax purposes, Acquiror and its Affiliates (including, after the Closing, the Blocker Company, the Company and its Subsidiaries), the Escrow Participants and the Holder Representative agree to, and shall not take any action or filing position inconsistent with, the following Tax treatment of the items specified below:
(i) The Holder Representative Expense Fund shall be treated as having been received and voluntarily set aside by the Escrow Participants on the Closing Date, and no Tax withholding or reporting shall be required in connection with the subsequent distribution of any portion of the Holder Representative Expense Fund to the Escrow Participants.
(ii) Except for the Phantom Unit Cash Payments, the entirety of the Closing Consideration and any amounts payable pursuant to Section 2.7(d), Section 6.3, Section 7.5(h), Section 9.8 and Section 11.2(b) (such amounts, “Post-Closing Consideration”) shall be allocated to Units and Shares, as applicable, and none shall be allocated to the Non-Solicitation and Non-Competition Agreements or otherwise treated as compensation.
(iii) For purposes of taxable income recognition, Acquiror shall be treated as the owner of the Escrow Fund and all interest and earnings earned from the investment and reinvestment of amounts in the Escrow Fund, or any portion thereof, shall be allocable to Acquiror pursuant to Code Section 468B(g) and Proposed Treasury Regulations Section 1.468B-8. Acquiror shall be entitled to receive Tax distributions at a rate of 28% with respect to any such interest and earnings so allocated. Except for amounts payable in respect of Phantom Units, and except for payments of the Holder Representative Expense Fund, the rights of the Escrow Participants to Post-Closing Consideration shall be treated as deferred contingent purchase price eligible for installment treatment under Section 453 of the Code and any corresponding provision of foreign, state or local Law, as appropriate, subject to Sections 483 and 1274 of the Code and Treasury Regulations thereunder.
(iv) Any payments made in respect of Phantom Units pursuant to this Agreement shall be treated as compensation paid by A-1 Engineering Korea, Inc. on the Closing Date.
Tax Reporting Matters. Purchaser and the Sellers’ Representative each agree to provide the Escrow Agent with certified tax identification numbers for Purchaser and the Sellers, respectively, 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 Closing Date. 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 of 1986 (the “Code”), as it may be amended from time to time, to withhold a portion of any payments made to Purchaser or the Sellers pursuant to this Agreement. If the date of a payment from the Escrow Fund occurs more than six months after the Closing Date, a portion of the payment will be treated by the Sellers as imputed interest to the extent required under the Code. The Escrow Agent need not monitor the Sellers’ tax treatment of any distributions made to them.
Tax Reporting Matters. Purchaser and Seller 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 and other forms and documents that the Escrow Agent may reasonably request (collectively, “Tax Reporting Documentation”) within 30 days after the Closing Date. 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 Code to withhold a portion of any payments made to Seller pursuant to this Agreement.
Tax Reporting Matters. (a) The parties hereto agree that, for tax reporting purposes, 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 Agreement shall be allocable to **.
(b) SERENA and ** agree to furnish appropriate forms W-9 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 to withhold a portion of any interest or other income earned on the investment of monies or other property by the Escrow Agent pursuant to this Agreement.
(c) The Escrow Agent need not make any distribution of all or any portion of the Escrow Account to any person until such person has furnished to the Escrow Agent such Tax Reporting Documentation as The Escrow Agent may reasonably require.
Tax Reporting Matters. Parent and the Shareholders' --------------------- Representative agree to provide the Escrow Agent with certified tax identification numbers for Parent and each of the Shareholders 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 shall be required by the Internal Revenue Code, as it may be amended from time to time, to withhold a portion of the Stock Escrow Fund held by the Escrow Agent pursuant to this Stock Escrow Agreement and immediately revert such withholdings to the Internal Revenue Service.
Tax Reporting Matters. The Purchaser and the Sellers' Representative on behalf of the Sellers 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 the Escrow Shares or any interest or other income earned on the investment of monies or other property held by the Escrow Agent pursuant to this Agreement.
Tax Reporting Matters. (a) Following the Effective Date, Coeur hereby covenants and agrees that, at the request of any Orko Shareholder that is a U.S. Person for U.S. federal income tax purposes, Coeur shall cause Orko and its subsidiaries to (a) provide such shareholder with any PFIC Annual Information Statements (within the meaning of U.S. Treasury Regulations section 1.1295-1(g)), including such shareholder’s pro rata shares of Orko’s and the subsidiaries’ ordinary earnings and net capital gain computed in accordance with U.S. income tax principles, necessary to permit such shareholder to make and maintain a qualified electing fund election (within the meaning of Internal Revenue Code section 1295 and the U.S. Treasury Regulations promulgated thereunder) with respect to Orko and any of its subsidiaries; and (b) permit such shareholder to inspect and copy Orko’s and its subsidiaries’ permanent books of account, records, and such other documents as may be maintained by Orko and such subsidiaries to establish that Orko’s and its subsidiaries’ ordinary earnings and net capital gain are computed in accordance with U.S. income tax principles and to verify these amounts and such shareholder’s pro rata shares thereof.
(b) Coeur hereby covenants and agrees that, on reasonable notice, at the request of any current or former director or officer of Orko and any Orko Subsidiary, Coeur shall cause Orko and its subsidiaries to permit such person, during normal business hours, to inspect and copy Orko’s and its subsidiaries’ permanent books of account, records, and such other documents as may be maintained by Orko and such subsidiaries, in each case, as may be reasonably required to enable such person to respond to any audit or investigation by a Governmental Entity of the compensation paid to such person or such person’s corporate entity by of Orko or any Orko Subsidiary.
(c) Orko shall act as agent and trustee of the benefits of the foregoing for its directors and officers and those of the Orko Subsidiaries for the purpose of this Section 4.9 and this Section 4.9 shall survive the execution and delivery of this Agreement and the completion of the Arrangement and shall be enforceable against Coeur by the Persons described in subsection (a) or (b) hereof.
