Common use of Tax Reporting/Withholding Clause in Contracts

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. (a) On or before January 31st of the year following each year in which a holder of a Right or Rights CVR Holder receives any Rights CVR Share Distribution hereunder, the Rights Agent Company (or a distribution agent on the Company’s behalf) shall prepare and mail to each such holderCVR Holder, unless such holder CVR Holder has provided the Rights Agent Company with a valid, properly completed Internal Revenue Service Form W-8BEN, W-8ECI, W-8EXP or W-8IMY 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) as of the year of paymentmade during such year, in accordance with the Code and the Treasury Regulations. The Rights Agent Company 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)year in which a CVR Holder receives any CVR Share Distribution hereunder, in accordance with the Code and the Treasury Regulations. (b) If Each CVR Holder shall be required to provide the Rights Agent has not received Company with a valid, properly completed correct Taxpayer Identification Number and certain other information on Internal Revenue Service Form W-9 (or substitute Form W-9) or a valid, properly completed Form W-8 W-8, as applicable. The Company shall be authorized to take or refrain from taking any and all actions that may be necessary or appropriate to comply with all withholding, 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 Regulationsreporting requirements. (c) Each CVR Holder that is to receive a CVR Share Distribution shall have sole and exclusive responsibility for the satisfaction and payment of any tax obligations imposed by any governmental unit, including income, withholding, and other tax obligations, on account of such CVR Share Distribution. No CVR Share Distribution shall be made to or on behalf of such CVR Holder unless and until such CVR Holder has either (i) provided the Company with a correct Taxpayer Identification Number and certain other information on Internal Revenue Service Form W-9 (or substitute Form W-9) or a valid, properly completed Form W-8, as applicable or (ii) made arrangements satisfactory to the Company for the payment and satisfaction of any withholding obligations or other tax obligation that would be imposed upon the Company in connection with such CVR Share Distribution. Should any issue arise regarding federal income tax reporting or withholding, the Rights Agent Company shall be entitled, in its sole discretion, to take or 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 taking or 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. (a) On or before January 31st of the year following each year in which a holder of a Right or Rights CVR Holder receives any Rights CVR Share Distribution hereunder, the Rights Agent Company (or a distribution agent on the Company’s behalf) shall prepare and mail to each such holderCVR Holder, unless such holder CVR Holder has provided the Rights Agent Company with a valid, properly completed Internal Revenue Service Form W-8BEN, W-8ECI, W-8EXP or W-8IMY 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) as of the year of paymentmade during such year, in accordance with the Code and the Treasury Regulations. The Rights Agent Company 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)year in which a CVR Holder receives any CVR Share Distribution hereunder, in accordance with the Code and the Treasury Regulations. (b) If Each CVR Holder shall be required to provide the Rights Agent has not received Company with a valid, properly completed correct Taxpayer Identification Number and certain other information on Internal Revenue Service Form W-9 (or substitute Form W-9) or a valid, properly completed Form W-8 W-8, as applicable. The Company shall be authorized to take or refrain from taking any and all actions that may be necessary or appropriate to comply with all withholding, 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 Regulationsreporting requirements. (c) Each CVR Holder that is to receive a CVR Share Distribution shall have sole and exclusive responsibility for the satisfaction and payment of any tax obligations imposed by any governmental unit, including income, withholding, and other tax obligations, on account of such CVR Share Distribution. No CVR Share Distribution shall be made to or on behalf of such CVR Holder unless and until such CVR Holder has either (i) provided the Company with a correct Taxpayer Identification Number and certain other information on Internal Revenue Service Form W-9 (or substitute Form W-9) or a valid, properly completed Form W-8, as applicable or (ii) made arrangements satisfactory to the Company for the payment and satisfaction of any withholding obligations or other tax obligation that would be imposed upon the Company in connection with such CVR Share Distribution. Should any issue arise regarding federal income tax reporting or withholding, the Rights Agent Company shall be entitled, in its sole discretion, to take or 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 taking or 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. (a) On or before January 31st of the year following each year in which a holder of a Right or Distribution Rights receives any Rights CPR Distribution hereunder, the Rights Agent CPR Administrator shall prepare and mail to each such holder, unless such holder has provided the Rights Agent CPR Administrator 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 CPR Administrator 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 Reorganized Ampex and the Rights Agent has not received a validCPR Administrator, 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 shall be entitled 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 this Agreement such amounts as Reorganized Ampex or the CPR Administrator, as applicable, is required to deduct and withhold with respect to such payment pursuant to the Code and the Treasury RegulationsRegulations or any provision of state, local or non-U.S. law, and shall timely remit any amount withheld to the Internal Revenue Service or other appropriate governmental authority or authorized financial institution in accordance with applicable law. To the Code extent that amounts are so withheld and paid over to the Treasury Regulationsappropriate taxing authority by Reorganized Ampex or the CPR Administrator, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder in respect of which such deduction and withholding was made by Reorganized Ampex or the CPR Administrator, as the case may be. (c) Should any issue arise regarding federal income tax reporting or withholding, the Rights Agent CPR Administrator 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 Reorganized Ampex or any other Person or entity for refraining from taking such action, unless the Rights Agent CPR Administrator receives written instructions signed by the Company Reorganized Ampex which eliminate such issue to the reasonable satisfaction of the Rights AgentCPR Administrator. Such action may be subject to additional fees. (d) The Company and each Right Holder hereby agree that the Distribution Rights shall not be treated as an equity interest in the Company for income tax purposes.