Tax Reporting; Withholding. With respect to distributions from the Paying Account to U.S. persons (actual or presumed), the Payments Administrator shall complete any tax reporting required by U.S. law of the Payments Administrator, which as of the date of this Agreement shall be limited to IRS 1099-B forms. Unless otherwise set forth on the Payment Spreadsheet as dividends, interest or other reportable income not reportable on IRS 1099-B forms, the Payments Administrator is hereby directed by Buyer to report all Payments made hereunder to Securityholders that are U.S. persons (actual or presumed) as gross proceeds reportable on IRS 1099-B forms. To the extent payments made hereunder to U.S. persons (actual or presumed) are identified on the Payment Spreadsheet as dividends, interest or other reportable income not otherwise reportable on IRS 1099-B forms, Buyer acknowledges and agrees that Buyer or the Company, as applicable, shall be solely responsible and liable for any tax reporting in connection with such payments, unless otherwise set forth on Exhibit F. Unless otherwise set forth on Schedule II hereto, with respect to distributions from the Paying Account to any Securityholder who demonstrate their status as nonresident aliens in accordance with United States Treasury Regulations (“Foreign Securityholders”), the Parties hereby acknowledge and agree that (i) the Payments Administrator shall not be responsible or liable for any tax reporting or withholding and (ii) Buyer shall be responsible for any applicable tax reporting or withholding in connection with such distributions. The Payments Administrator shall not be responsible for preparing or filing, or causing to be prepared or filed, any tax reporting related to distributions that are treated as compensation income. To the extent that the Payments Administrator becomes liable for the payment of any withholding or employment taxes or related amounts payable in respect of payments made hereunder, it shall be indemnified as set forth herein.
Tax Reporting; Withholding. (a) On or before January 31st of the year following each year in which a holder of a Right or Rights receives any Rights Distribution hereunder, the Rights Agent shall prepare and mail to each such holder, unless such holder has provided the Rights Agent with a valid, properly completed Internal Revenue Service Form W-8BEN, W-8ECI, W-8EXP or W-8IMY (each, a "Form W-8"), as applicable, in accordance with United States Treasury Regulations (the "Treasury Regulations") promulgated under the Internal Revenue Code of 1986, as amended (the "Code"), an appropriate Form 1099 reporting the distribution(s) as of the year of payment, in accordance with the Code and the Treasury Regulations. The Rights Agent shall also prepare and file copies of such Forms 1099 by magnetic tape with the Internal Revenue Service on or before February 28th of the year following the distribution(s), in accordance with the Code and the Treasury Regulations.
Tax Reporting; Withholding. The Trustee shall prepare tax returns or other filings with respect to the Trust only if such returns or filings must be filed by the Trustee rather than by the Plan Sponsor or trustee under such Participating Plan.
Tax Reporting; Withholding. (a) With respect to Israeli Tax withholding requirements on payment to Liable Securityholders, the Payments Administrator and its agents shall act in accordance with applicable instructions received from the Israeli Tax Authority (the “ITA”), Buyer and the terms of any Qualified Withholding Certificate (as defined below).
Tax Reporting; Withholding. (a) On or before January 31st of the year following each year in which a CVR Holder receives any CVR Share Distribution hereunder, the Company (or a distribution agent on the Company’s behalf) shall prepare and mail to each such CVR Holder, unless such CVR Holder has provided the Company with a valid, properly completed Internal Revenue Service Form W-8BEN, W-8ECI, W-8EXP or W-8IMY, or their successor forms (each, a “Form W-8”), as applicable, in accordance with United States Treasury Regulations (the “Treasury Regulations”) promulgated under the Internal Revenue Code of 1986, as amended (the “Code”), an appropriate Form 1099 reporting the distribution(s) made during such year, in accordance with the Code and the Treasury Regulations. The Company shall also prepare and file copies of such Forms 1099 with the Internal Revenue Service on or before February 28th of the year following the year in which a CVR Holder receives any CVR Share Distribution hereunder, in accordance with the Code and the Treasury Regulations.
Tax Reporting; Withholding. The Executive acknowledges that any benefit, credit or payment made pursuant to this Agreement, will be subject to applicable withholding taxes under federal, state and local law. In addition, the Executive agrees and acknowledges that the Executive will be responsible for the payment of all federal, state and local taxes owed with respect any benefit provided under this Agreement.
Tax Reporting; Withholding. DISCLOSURE The parties are advised to seek independent advice concerning the tax consequences of this transaction, including but not limited to, their withholding, reporting and disclosure obligations. Escrow Holder does not provide tax or legal advice and the parties agree to hold Escrow Holder harmless from any loss or damage that the parties may incur as a result of their failure to comply with federal and/or state tax laws. WITHHOLDING OBLIGATIONS ARE THE EXCLUSIVE OBLIGATIONS OF THE PARTIES. ESCROW HOLDER IS NOT RESPONSIBLE TO PERFORM THESE OBLIGATIONS UNLESS ESCROW HOLDER AGREES IN WRITING. A. TAXPAYER IDENTIFICATION NUMBER REPORTING Federal law requires Escrow Holder to report seller's social security number or tax identification number (both numbers are hereafter referred to as the "TIN"), forwarding address, and the gross sales price to the Internal Revenue Service (“IRS"). To comply with the USA PATRIOT Act, certain taxpayer identification information (including, but not limited to, the TIN) may be required by Escrow Holder from certain persons or entities involved (directly or indirectly) in the transaction prior to closing. Escrow cannot be closed nor any documents recorded until the information is provided and certified as to its accuracy to Escrow Holder. The parties agree to promptly obtain and provide such information as requested by Escrow Holder. B. STATE WITHHOLDING & REPORTING In accordance with Section 18662 of the Revenue and Taxation Code (R&TC), a buyer may be required to withhold an amount equal to 3 1/3% (.0333) of the sale price, or an optional gain on sale withholding amount certified by the seller in the case of a disposition of California real property interest by either: 1. A seller who is an individual, trust, estate, or when the disbursement instructions authorize the proceeds to be sent to a financial intermediary of the sellers. 2. A corporate seller that has no permanent place of business in California immediately after the transfer of title to the California property. The buyer may become subject to penalty for failure to withhold an amount equal to the greater of 10 percent of the amount required to be withheld or five hundred dollars ($500). However, notwithstanding any other provision included in the California statutes referenced above, no buyer will be required to withhold any amount or be subject to penalty for failure to withhold if any of the following applies: 1. The sale price of the California real property c...
Tax Reporting; Withholding. The parties hereto agree that, for tax reporting purposes, all interest or other income earned from the investment of the Escrowed Funds shall be allocable to Oak. Oak agrees to provide the Escrow Agent with a certified tax identification number by signing and returning a Form W-9 (or Form W-8, in case of non-U.S. persons) to the Escrow Agent prior to the date on which any income earned on the investment of the Escrowed Funds is credited to such Escrowed Funds. The parties hereto understand that, in the event Oak's tax identification number is not certified to the Escrow Agent, the Internal Revenue Code, as amended from time to time, may require withholding of a portion of any interest or other income earned on the investment of the Escrowed Funds. Oak hereby agrees to assume any and all obligations imposed now or hereafter by any applicable tax law with respect to the payment of Escrowed Funds under this Escrow Agreement, and to indemnify and hold the Escrow Agent harmless from and against any taxes, additions for late payment, interest, penalties, governmental charges and other expenses (including reasonable legal fees and expenses) that may be assessed against or may be incurred by the Escrow Agent in connection with the making of any such payments. Oak and the Stockholder Representatives undertake to instruct the Escrow Agent in writing with respect to the Escrow Agent's responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting in connection with its acting as Escrow Agent under this Escrow Agreement; provided, however, that instructions with respect to the matters addressed by this Section 3.4 shall be required only in the event of a change in the terms set forth in this Section 3.4.
