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).
(b) The Payments Administrator and its agents shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to Liable Securityholders pursuant to this Agreement such amounts Buyer and the Payments Administrator reasonably determines in good faith are required to be deducted or withheld therefrom under any provision of the Israeli Income Tax Ordinance. To the extent that such amounts are so deducted or withheld and timely remitted to the appropriate taxing authority, such amounts shall be treated for all purposes under this Agreement as having been paid to the Liable Securityholder to whom such amounts would otherwise have been paid. In the case of any amounts withheld, the Payments Administrator shall provide to the person from which such amounts were withheld written confirmation of the amount so withheld as promptly as reasonably practicable (but in any event within five (5) Business Days) following such person’s written request.
(c) Notwithstanding Section 2(b), with respect to any amount to be deducted or withheld under the Israeli Income Tax Ordinance pursuant to this Section 2, any payment payable or other consideration deliverable pursuant to this Agreement to any Liable Securityholder shall, be retained by the Payments Administrator or its agents for the benefit of such Liable Securityholder for a period of up to 180 days following the date hereof or an earlier date required in writing by such Liable Securityholder (the “Withholding Drop Date”) (during which time the Payments Administrator or its agents shall not withhold any amounts for Israeli tax from the payments deliverable pursuant to this Agreement, except as provided below), and during which time such Liable Securityholder may obtain (or, if one already exists, present to the Payments Administrator) a valid certificate, ruling or any other written instructions regarding tax withholdings, issued by the ITA in form and substance reasonably satisfactory to Buyer stating that no withholding, or reduced withholding, of any Israeli Tax is required from the applicable consideration of such Liable Securityholder, or providing any other instructio...
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.
(b) If the Rights Agent has not received a valid, properly completed Internal Revenue Service Form W-9 (or substitute Form W-9) or a valid, properly completed Form W-8 as applicable, from a holder of a Right or Rights prior to making any payment or distribution to such holder hereunder, the Rights Agent shall deduct and withhold the appropriate withholding tax from any payment made to such holder pursuant to the Code and the Treasury Regulations, and shall timely remit any amount withheld to the Internal Revenue Service or other appropriate governmental authority or authorized financial institution in accordance with the Code and the Treasury Regulations.
(c) Should any issue arise regarding federal income tax reporting or withholding, the Rights Agent shall be entitled, in its sole discretion, to refrain from taking any action, and shall be fully protected and shall not be liable in any way to the Company or any other Person or entity for refraining from taking such action, unless the Rights Agent receives written instructions signed by the Company which eliminate such issue to the reasonable satisfaction of the Rights Agent. Such action may be subject to additional fees.
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.
