Common use of Withholding; Certification of Non-Foreign Status Clause in Contracts

Withholding; Certification of Non-Foreign Status. (a) If RocketCo or the Company shall be required to withhold any amounts by reason of any federal, state, local or non-U.S. foreign tax rules or regulations in respect of any Exchange, RocketCo or the Company, as the case may be, shall be entitled to take such action as it deems appropriate in order to ensure compliance with such withholding requirements, including, at its option, withholding shares of Class A Common Stock with a fair market value equal to the minimum amount of any taxes that RocketCo or the Company, as the case may be, may be required to withhold with respect to such Exchange. To the extent that amounts are (or property is) so withheld and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the applicable Holder. (b) Notwithstanding anything to the contrary herein, each of RocketCo and the Company may, in its discretion, require that an exchanging Holder deliver to the RocketCo or the Company, as the case may be, a certification of non-foreign status in accordance with Treasury Regulation Section 1.1445-2(b) and 1.1446(f)-2(b)(2) prior to an Exchange. In the event RocketCo or the Company has required delivery of such certification but an exchanging Holder does not provide such certification, RocketCo or the Company, as the case may be, shall nevertheless deliver or cause to be delivered to the exchanging Holder the Class A Common Stock or the Class B Common Stock, as applicable, or Cash Payment in accordance with Section 2.01, but subject to withholding as provided in Section 2.08(a).

Withholding; Certification of Non-Foreign Status. (a) If RocketCo PubCo or the Company shall be required to withhold any amounts by reason of any U.S. federal, state, local or non-U.S. foreign tax rules or regulations in respect of any Redemption or Direct Exchange, RocketCo PubCo or the Company, as the case may be, shall be entitled to take such action as it deems appropriate in order to ensure compliance with such withholding requirements, including, at its option, withholding shares of Class M Common Stock or Class A Common Stock with a fair market value equal to the minimum amount of any taxes that RocketCo PubCo or the Company, as the case may be, may be required to withhold with respect to such Redemption or Direct Exchange. To the extent that amounts are (or property is) so withheld and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the applicable HolderMember. (b) Notwithstanding anything to the contrary hereinin this Agreement, each of RocketCo PubCo and the Company may, in its discretion, require that an exchanging Holder a Member deliver to the RocketCo PubCo or the Company, as the case may be, a certification of non-foreign status in accordance with Treasury Regulation Section 1.1445-2(b) duly completed and 1.1446(f)-2(b)(2executed IRS Form W-9 (or other withholding form or certification) prior to an a Redemption or Direct Exchange. In the event RocketCo PubCo or the Company has required delivery of such form or certification but an exchanging Holder such Member does not provide such form or certification, RocketCo PubCo or the Company, as the case may be, shall nevertheless deliver or cause to be delivered to such Member the exchanging Holder Class M Common Stock, the Class A Common Stock or the Class B Common Stock, as applicable, or Cash Payment in accordance with Section 2.019.1, but subject to withholding as provided in Section 2.08(a9.4(a).

Withholding; Certification of Non-Foreign Status. (a) If RocketCo the Corporation or the Company shall be required to withhold any amounts by reason of any federal, state, local or non-U.S. foreign tax rules or regulations in respect of any Exchange, RocketCo the Corporation or the Company, as the case may be, shall be entitled to take such lawful action as it deems appropriate in order to ensure compliance with such withholding requirements, including, at its option, withholding shares of Class A Common Stock with a fair market value Fair Market Value equal to the minimum amount of any taxes that RocketCo the Corporation or the Company, as the case may be, may be required to withhold with respect to such Exchange. To the extent that amounts are (or property is) so withheld and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the applicable Holder. (b) Notwithstanding anything in this Agreement to the contrary hereincontrary, each of RocketCo the Corporation and the Company may, in its discretion, require that an exchanging Holder deliver to the RocketCo Corporation or the Company, as the case may be, a certification of non-foreign status in accordance with Treasury Regulation Section 1.1445l.1445-2(b) and 1.1446(f)-2(b)(2l.1446(f)-2(b)(2) prior to an Exchange. In the event RocketCo the Corporation or the Company has required delivery of such certification but an exchanging Holder does not provide such certification, RocketCo the Corporation or the Company, as the case may beapplicable, shall nevertheless deliver or cause to be delivered to the exchanging Holder the Holder, shares of Class A Common Stock or the Class B Common Stock, as applicable, or Cash Exchange Payment in accordance with Section 2.0111.01, but subject to withholding as provided in Section 2.08(a11.08(a).

Withholding; Certification of Non-Foreign Status. (a) If RocketCo Vivid Seats or the Company shall be required to withhold any amounts by reason of any U.S. federal, state, local or non-U.S. foreign tax rules or regulations in respect of any Redemption or Direct Exchange, RocketCo Vivid Seats or the Company, as the case may be, shall be entitled to take such action as it deems appropriate in order to ensure compliance with such withholding requirements, including, at its option, withholding shares of Class A Common Stock with a fair market value equal to the minimum amount of any taxes that RocketCo Vivid Seats or the Company, as the case may be, may be required to withhold with respect to such Redemption or Direct Exchange. To the extent that amounts are (or property is) so withheld and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the applicable HolderMember. (b) Notwithstanding anything to the contrary herein, each of RocketCo Vivid Seats and the Company may, in its discretion, require that an exchanging Holder a Member deliver to the RocketCo Vivid Seats or the Company, as the case may be, a certification of non-foreign status in accordance with Treasury Regulation Section 1.1445-2(bduly completed and executed IRS Form W-9) and 1.1446(f)-2(b)(2(or other withholding form or certification) prior to an a Redemption or Direct Exchange. In the event RocketCo Vivid Seats or the Company has required delivery of such form or certification but an exchanging Holder such Member does not provide such form or certification, RocketCo Vivid Seats or the Company, as the case may be, shall nevertheless deliver or cause to be delivered to the exchanging Holder such Member the Class A Common Stock or the Class B Common Stock, as applicable, or Cash Payment in accordance with Section 2.019.1, but subject to withholding as provided in Section 2.08(a9.4(a).

Withholding; Certification of Non-Foreign Status. (a) If RocketCo the Corporation or the Company shall be required to withhold any amounts by reason of any federal, state, local or non-U.S. foreign tax rules or regulations in respect of any Exchange, RocketCo the Corporation or the Company, as the case may be, shall be entitled to take such action as it deems appropriate in order to ensure compliance with such withholding requirements, including, including at its option, option withholding shares of Class A Common Stock with a fair market value equal to the minimum amount of any taxes that RocketCo which the Corporation or the Company, as the case may be, may be required to withhold with respect to such Exchange. To the extent that amounts are (or property is) so withheld and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the applicable HolderCompany Unitholder. The parties anticipate that, on the basis of current law, no federal income tax withholding would be required with respect to an Exchange by any Company Unitholder who is a “United States person” within the meaning of Section 7701(a)(30) of the Code and who, if required, has properly certified that such holder is not subject to federal backup withholding. (b) Notwithstanding anything to the contrary herein, each of RocketCo the Corporation and the Company may, in at its own discretion, require as a condition to the effectiveness of an Exchange that an exchanging Holder Company Unitholder deliver to the RocketCo Corporation or the Company, as the case may be, a certification of non-foreign status in accordance with Treasury Regulation Section 1.1445-2(b) and 1.1446(f)-2(b)(2) prior to an Exchange). In the event RocketCo the Corporation or the Company has required delivery of such certification but an exchanging Holder does not provide such certificationCompany Unitholder is unable to do so, RocketCo the Corporation or the Company, as the case may be, shall nevertheless deliver or cause to be delivered to the exchanging Holder Company Unitholder the Class A Common Stock or the Class B Common Stock, as applicable, or Cash Payment in accordance with Section 2.012.1, but subject to withholding as provided in Section 2.08(a2.4(a).

Withholding; Certification of Non-Foreign Status. (a) If RocketCo PubCo or the Company shall be required to withhold any amounts by reason of any federal, state, local or non-U.S. foreign tax rules or regulations in respect of any Exchange, RocketCo PubCo or the Company, as the case may be, shall be entitled to take such action as it deems appropriate in order to ensure compliance with such withholding requirements, including, at its option, withholding shares of Class A Common Stock or Class B Common Stock, as applicable, with a fair market value equal to the minimum amount of any taxes that RocketCo PubCo or the Company, as the case may be, may be required to withhold with respect to such Exchange. To the extent that amounts are (or property is) so withheld and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the applicable Holder. (b) Notwithstanding anything to the contrary herein, each of RocketCo PubCo and the Company may, in its discretion, require that an exchanging Holder deliver to the RocketCo PubCo or the Company, as the case may be, a certification of non-foreign status in accordance with Treasury Regulation Section 1.1445-2(b) and 1.1446(f)-2(b)(2) prior to an Exchange. In the event RocketCo PubCo or the Company has required delivery of such certification but an exchanging Holder does not provide such certification, RocketCo PubCo or the Company, as the case may be, shall nevertheless deliver or cause to be delivered to the exchanging Holder the Class A Common Stock or the Class B Common Stock, as applicable, or Cash Exchange Payment in accordance with Section 2.01, but subject to withholding as provided in Section 2.08(a).

Withholding; Certification of Non-Foreign Status. (a) If RocketCo PubCo or the Company shall be required to withhold any amounts by reason of any federal, state, local or non-U.S. foreign tax rules or regulations in respect of any Exchange, RocketCo PubCo or the Company, as the case may be, shall be entitled to take such action as it deems appropriate in order to ensure compliance with such withholding requirements, including, at its option, withholding shares of Class A Common Stock or Class B Common Stock, as applicable, with a fair market value equal to the minimum amount of any taxes that RocketCo PubCo or the Company, as the case may be, may be required to withhold with respect to such Exchange. To the extent that amounts are (or property is) so withheld and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the applicable Holder. (b) Notwithstanding anything to the contrary herein, each of RocketCo PubCo and the Company may, in its discretion, require that an exchanging Holder deliver to the RocketCo PubCo or the Company, as the case may be, a certification of non-foreign status in accordance with Treasury Regulation Section 1.1445-2(b) and 1.1446(f)-2(b)(2) prior to an Exchange. In the event RocketCo PubCo or the Company has required delivery of such certification but an exchanging Holder does not provide such certification, RocketCo PubCo or the Company, as the case may be, shall nevertheless deliver or cause to be delivered to the exchanging Holder the Class A Common Stock or the Class B Common Stock, as applicable, or Cash Payment in accordance with Section 2.01, but subject to withholding as provided in Section 2.08(a).

Withholding; Certification of Non-Foreign Status. (a) If RocketCo the Corporation or the Company shall be required to withhold any amounts by reason of any federal, state, local or non-U.S. foreign tax rules or regulations in respect of any Exchange, RocketCo the Corporation or the Company, as the case may be, shall be entitled to take such lawful action as it deems appropriate in order to ensure compliance with such withholding requirements, including, at its option, withholding shares of Class A Common Stock with a fair market value Fair Market Value equal to the minimum amount of any taxes that RocketCo the Corporation or the Company, as the case may be, may be required to withhold with respect to such Exchange. To the extent that amounts are (or property is) so withheld and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the applicable Holder. (b) Notwithstanding anything in this Agreement to the contrary hereincontrary, each of RocketCo the Corporation and the Company may, in its discretion, require that an exchanging Holder deliver to the RocketCo Corporation or the Company, as the case may be, a certification of non-foreign status in accordance with Treasury Regulation Section 1.1445l.1445-2(b) and 1.1446(f)-2(b)(2l.1446(f)-2(b)(2) prior to an Exchange. In the event RocketCo the Corporation or the Company has required delivery of such certification but an exchanging Holder does not provide such certification, RocketCo the Corporation or the Company, as the case may beapplicable, shall nevertheless deliver or cause to be delivered to the exchanging Holder the shares of Class A Common Stock or the shares of Class B Common Stock, as applicable, or Cash Payment in accordance with Section 2.0111.01, but subject to withholding as provided in Section 2.08(a11.08(a).

Withholding; Certification of Non-Foreign Status. (a) If RocketCo Pubco or the Company shall be required to withhold any amounts by reason of any federal, state, local or non-U.S. foreign tax rules or regulations in respect of any Exchange, RocketCo Pubco or the Company, as the case may be, shall be entitled to take such action as it deems appropriate in order to ensure compliance with such withholding requirements, including, at its option, withholding shares of Class A Common Stock Stock, as applicable, with a fair market value equal to the minimum amount of any taxes that RocketCo Pubco or the Company, as the case may be, may be required to withhold with respect to such Exchange. To the extent that amounts are (or property is) so withheld and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the applicable Holder. (b) Notwithstanding anything to the contrary herein, each of RocketCo Pubco and the Company may, in its discretion, require that an exchanging Holder deliver to the RocketCo Pubco or the Company, as the case may be, a certification of non-foreign status in accordance with Treasury Regulation Section 1.1445-2(b) and 1.1446(f)-2(b)(2) prior to an Exchange. In the event RocketCo Pubco or the Company has required delivery of such certification but an exchanging Holder does not provide such certification, RocketCo Pubco or the Company, as the case may be, shall nevertheless deliver or cause to be delivered to the exchanging Holder the Class A Common Stock or the Class B Common Stock, as applicable, or Cash Payment payment of cash in accordance with Section 2.01, but subject to withholding as provided in Section 2.08(a).

Withholding; Certification of Non-Foreign Status. (a) i. If RocketCo Pubco or the Company shall be required to withhold any amounts by reason of any federal, state, local or non-U.S. foreign tax rules or regulations in respect of any Exchange, RocketCo Pubco or the Company, as the case may be, shall be entitled to take such action as it deems appropriate in order to ensure compliance with such withholding requirements, including, at its option, withholding shares of Class A Common Stock Stock, as applicable, with a fair market value equal to the minimum amount of any taxes that RocketCo Pubco or the Company, as the case may be, may be required to withhold with respect to such Exchange. To the extent that amounts are (or property is) so withheld and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the applicable Holder. (b) ii. Notwithstanding anything to the contrary herein, each of RocketCo Pubco and the Company may, in its discretion, require that an exchanging Holder deliver to the RocketCo Pubco or the Company, as the case may be, a certification of non-foreign status in accordance with Treasury Regulation Section 1.1445-2(b) and 1.1446(f)-2(b)(2) prior to an Exchange. In the event RocketCo Pubco or the Company has required delivery of such certification but an exchanging Holder does not provide such certification, RocketCo Pubco or the Company, as the case may be, shall nevertheless deliver or cause to be delivered to the exchanging Holder the Class A Common Stock or the Class B Common Stock, as applicable, or Cash Payment payment of cash in accordance with Section 2.01, but subject to withholding as provided in Section 2.08(a).

Withholding; Certification of Non-Foreign Status. (a) If RocketCo the Corporation or the Company shall be required to withhold any amounts by reason of any federal, state, local or non-U.S. foreign tax rules or regulations in respect of any Exchange, RocketCo the Corporation or the Company, as the case may be, shall be entitled to take such lawful action as it deems appropriate in order to ensure compliance with such withholding requirements, including, at its option, withholding shares of Class A Common Stock with a fair market value Fair Market Value equal to the minimum amount of any taxes that RocketCo the Corporation or the Company, as the case may be, may be required to withhold with respect to such Exchange. To the extent that amounts are (or property is) so withheld and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the applicable Holder. (b) Notwithstanding anything in this Agreement to the contrary hereincontrary, each of RocketCo the Corporation and the Company may, in its discretion, require that an exchanging Holder deliver to the RocketCo Corporation or the Company, as the case may be, a certification of non-foreign status in accordance with Treasury Regulation Section 1.1445l.1445-2(b) and 1.1446(f)-2(b)(2l.1446(f)-2(b)(2) prior to an Exchange. In the event RocketCo the Corporation or the Company has required delivery of such certification but an exchanging Holder does not provide such certification, RocketCo the Corporation or the Company, as the case may beapplicable, shall nevertheless deliver or cause to be delivered to the exchanging Holder the shares of Class A Common Stock or the Class B Common Stock, as applicable, or Cash Payment in accordance with Section 2.0111.01, but subject to withholding as provided in Section 2.08(a11.08(a).

Withholding; Certification of Non-Foreign Status. (a) If RocketCo the Corporation or the Company shall be required to withhold any amounts by reason of any federal, state, local or non-U.S. foreign tax rules or regulations in respect of any Exchange, RocketCo the Corporation or the Company, as the case may be, shall be entitled to take such lawful action as it deems appropriate in order to ensure compliance with such withholding requirements, including, at its option, withholding shares of Class A Common Stock with a fair market value Fair Market Value equal to the minimum amount of any taxes that RocketCo the Corporation or the Company, as the case may be, may be required to withhold with respect to such Exchange. To the extent that amounts are (or property is) so withheld and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the applicable Holder. (b) Notwithstanding anything in this Agreement to the contrary hereincontrary, each of RocketCo the Corporation and the Company may, in its discretion, require that an exchanging Holder deliver to the RocketCo Corporation or the Company, as the case may be, a certification of non-foreign non -foreign status in accordance with Treasury Regulation Section 1.1445l.1445-2(b) and 1.1446(f)-2(b)(2l.1446(f)-2(b)(2) prior to an Exchange. In the event RocketCo the Corporation or the Company has required delivery of such certification but an exchanging Holder does not provide such certification, RocketCo the Corporation or the Company, as the case may beapplicable, shall nevertheless deliver or cause to be delivered to the exchanging Holder the shares of Class A Common Stock or the shares of Class B Common Stock, as applicable, or Cash Payment in accordance with Section 2.0111.01, but subject to withholding as provided in Section 2.08(a11.08(a).