Common use of Backup Withholding Tax Clause in Contracts

Backup Withholding Tax. I understand and agree that in order to avoid the imposition of backup withholding tax at the rate of 28% on payments of cash made to me pursuant to Purchaser’s Offer, I must provide my correct taxpayer identification number and I must certify, on the Substitute Form W-9 included as part of this Agreement of Assignment and Transfer, under penalties of perjury, that the taxpayer identification number that I have provided is correct and that I am not subject to backup withholding tax. I further understand that if I do not provide my correct taxpayer identification number, or fail to provide the certifications described above, then the Internal Revenue Service (the “IRS”) may impose a penalty on me, and I may be subject to backup withholding tax at the rate of 28%. If I am not a United States person, I will provide a Form W-8BEN or a Form W-8ECI (available from D. X. Xxxx & Co., Inc. (the “Information Agent”) at 1-000-000-0000 (Toll Free) (Banks and Brokers call collect at 200-000-0000)), as applicable, in order to avoid backup withholding tax.