Common use of Tax Reporting/Withholding Clause in Contracts

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 instructions regarding Tax withholdings with respect to the applicable consideration of such Liable Securityholder including a certification pursuant to the Israeli Income Tax Regulations (Withholding from Payments for Services or Assets) 5737-1977 (the “Qualified Withholding Certificate”). If such Liable Securityholder delivers, no later than five (5) Business Days prior to the Withholding Drop Date, a Qualified Withholding Certificate to the Payments Administrator then the deduction and withholding of any Israeli taxes by the Payments Administrator or its agents shall be made only in accordance with the provisions of such Qualified Withholding Certificate calculated based on the Total Consideration (as defined in Acquisition Agreement). If such Liable Securityholder (A) does not provide the Payments Administrator with a Qualified Withholding Certificate by no later than five (5) Business Days prior to the Withholding Drop Date, or (B) submits a written request to the Payments Administrator to release the amount held by the Payments Administrator or its agents prior to the Withholding Drop Date and fails to submit a Qualified Withholding Certificate at or before such time, then the amount to be withheld and transferred to the ITA from the amounts payable to the Liable Securityholder shall be calculated based on the Total Consideration according to the applicable withholding rate as required under the Israel Tax Ordinance (increased by interest plus linkage differences, as defined in Section 159A of the Israeli Income Tax Ordinance, for the period between the time of the closing of the transactions contemplated by the Acquisition Agreement (the “Closing”) and the time the relevant payment is made, and calculated in NIS based on a US$:NIS exchange rate not lower than the effective exchange rate at the Closing). Such amount shall be delivered or caused to be delivered to the ITA by the Payments Administrator or its agents, and the Payments Administrator or its agents shall release to such Liable Securityholder the balance of the amount due to such Liable Securityholder that is not so withheld.

Tax Reporting/Withholding. (a) With respect to Israeli Tax withholding requirements on payment distributions from the Paying Account to Liable SecurityholdersU.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 its agents agrees that Buyer or the Company, as applicable, shall act 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 applicable instructions received from the Israeli Tax Authority United States Treasury Regulations (the “ITAForeign 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 and the terms of shall be responsible for any Qualified Withholding Certificate (as defined below). (b) applicable tax reporting or withholding in connection with such distributions. The Payments Administrator and its agents shall not be entitled to deduct and withhold from any consideration payable responsible for preparing or otherwise deliverable to Liable Securityholders pursuant to this Agreement such amounts Buyer and the Payments Administrator reasonably determines in good faith are required filing, or causing to be deducted prepared or withheld therefrom under filed, any provision of the Israeli Income Tax Ordinancetax reporting related to distributions that are treated as compensation income. 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 becomes liable 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, payment of any Israeli Tax is required from the applicable consideration withholding or employment taxes or related amounts payable in respect of such Liable Securityholderpayments made hereunder, or providing any other instructions regarding Tax withholdings with respect to the applicable consideration of such Liable Securityholder including a certification pursuant to the Israeli Income Tax Regulations (Withholding from Payments for Services or Assets) 5737-1977 (the “Qualified Withholding Certificate”). If such Liable Securityholder delivers, no later than five (5) Business Days prior to the Withholding Drop Date, a Qualified Withholding Certificate to the Payments Administrator then the deduction and withholding of any Israeli taxes by the Payments Administrator or its agents it shall be made only in accordance with the provisions of such Qualified Withholding Certificate calculated based on the Total Consideration (indemnified as defined in Acquisition Agreement). If such Liable Securityholder (A) does not provide the Payments Administrator with a Qualified Withholding Certificate by no later than five (5) Business Days prior to the Withholding Drop Date, or (B) submits a written request to the Payments Administrator to release the amount held by the Payments Administrator or its agents prior to the Withholding Drop Date and fails to submit a Qualified Withholding Certificate at or before such time, then the amount to be withheld and transferred to the ITA from the amounts payable to the Liable Securityholder shall be calculated based on the Total Consideration according to the applicable withholding rate as required under the Israel Tax Ordinance (increased by interest plus linkage differences, as defined in Section 159A of the Israeli Income Tax Ordinance, for the period between the time of the closing of the transactions contemplated by the Acquisition Agreement (the “Closing”) and the time the relevant payment is made, and calculated in NIS based on a US$:NIS exchange rate not lower than the effective exchange rate at the Closing). Such amount shall be delivered or caused to be delivered to the ITA by the Payments Administrator or its agents, and the Payments Administrator or its agents shall release to such Liable Securityholder the balance of the amount due to such Liable Securityholder that is not so withheldset forth herein.

Tax Reporting/Withholding. (a) With respect to Israeli Tax withholding requirements distributions from the Paying Account to U.S. persons (actual or presumed), Acquiom shall complete any tax reporting required by U.S. law of Acquiom, which, as of the date of this Agreement, shall be limited to IRS 1099-B forms. To the extent payments made hereunder to U.S. persons (actual or presumed) are identified on payment the Payment Spreadsheet as dividends, interest or other income not otherwise reportable on IRS 1099-B forms, Parent acknowledges and agrees that Parent 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 Exhibit F, with respect to Liable Securityholders, distributions from the Payments Administrator and its agents shall act Paying Account to any securityholders who demonstrate their status as nonresident aliens in accordance with applicable instructions received United States Treasury Regulations (“Foreign Securityholders”) which are identified on the Payment Spreadsheet as dividends, interest or other reportable income, Acquiom is hereby directed to report such payments to such Foreign Securityholder payees on IRS Form 1042-S using Parent’s or the Company’s tax identification number, as appropriate. Acquiom shall deliver a copy of such completed tax forms to enable Parent or Company, as applicable, to include such payment amounts in its annual Form 1042 filing with the IRS. Unless otherwise set forth on Exhibit F, with respect to distributions from the Israeli Tax Authority (Paying Account to Foreign Securityholders which are identified on the “ITA”)Payment Spreadsheet as dividends, Buyer interest or other reportable income, Parent hereby acknowledges and agrees that such payments constitute domestic sourced income for which withholding is required. Acquiom is hereby directed to withhold from such distributions and retain in the terms of any Qualified Withholding Certificate Paying Account applicable withholding amounts (as defined below). (bset forth on the Payment Spreadsheet or as otherwise directed by Parent) 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 cause such amounts Buyer and the Payments Administrator reasonably determines in good faith are required for taxes to be deducted remitted from the Paying Account to the appropriate authorities on Parent’s or withheld therefrom under the Company’s tax identification number, as appropriate. Parent hereby acknowledges and agrees that no payment made hereunder to a Securityholder or vendor constitutes foreign sourced income. Acquiom shall not be responsible for preparing or filing, or causing to be prepared or filed, any provision of the Israeli Income Tax Ordinancetax reporting related to distributions that are treated as compensation income. To the extent that such Acquiom becomes liable for the payment of any withholding or employment taxes or related amounts are so deducted or withheld and timely remitted to the appropriate taxing authoritypayable in respect of payments made hereunder, such amounts it shall be treated for all purposes under this Agreement indemnified 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 requestset forth herein. (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 instructions regarding Tax withholdings with respect to the applicable consideration of such Liable Securityholder including a certification pursuant to the Israeli Income Tax Regulations (Withholding from Payments for Services or Assets) 5737-1977 (the “Qualified Withholding Certificate”). If such Liable Securityholder delivers, no later than five (5) Business Days prior to the Withholding Drop Date, a Qualified Withholding Certificate to the Payments Administrator then the deduction and withholding of any Israeli taxes by the Payments Administrator or its agents shall be made only in accordance with the provisions of such Qualified Withholding Certificate calculated based on the Total Consideration (as defined in Acquisition Agreement). If such Liable Securityholder (A) does not provide the Payments Administrator with a Qualified Withholding Certificate by no later than five (5) Business Days prior to the Withholding Drop Date, or (B) submits a written request to the Payments Administrator to release the amount held by the Payments Administrator or its agents prior to the Withholding Drop Date and fails to submit a Qualified Withholding Certificate at or before such time, then the amount to be withheld and transferred to the ITA from the amounts payable to the Liable Securityholder shall be calculated based on the Total Consideration according to the applicable withholding rate as required under the Israel Tax Ordinance (increased by interest plus linkage differences, as defined in Section 159A of the Israeli Income Tax Ordinance, for the period between the time of the closing of the transactions contemplated by the Acquisition Agreement (the “Closing”) and the time the relevant payment is made, and calculated in NIS based on a US$:NIS exchange rate not lower than the effective exchange rate at the Closing). Such amount shall be delivered or caused to be delivered to the ITA by the Payments Administrator or its agents, and the Payments Administrator or its agents shall release to such Liable Securityholder the balance of the amount due to such Liable Securityholder that is not so withheld.